Common use of ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE Clause in Contracts

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On the Closing Date or no later than the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification in the form annexed hereto as Exhibit C-1 as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable federal, state and local predatory or abusive lending laws. The Indenture Trustee agrees, for the benefit of the Noteholders, to review each Mortgage File on or before the Closing Date or no later than and to certify in substantially the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and form attached hereto as Exhibit C-1 that, 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 the certification in the form exception report annexed hereto as Exhibit C-1 thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.1(b)(v) of the Mortgage Loan Purchase Agreement) required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which that corresponds to items (iii), (iii), (xi), (xii), (xv) and (iiixvii) (solely as to the Gross Margin) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within It is herein acknowledged that, in conducting such 45-day period review, the Indenture Trustee was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the Custodian represented purpose or whether they have actually been recorded or that they are other than what they purport to be on behalf their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.1(b) of the Mortgage Loan Purchase Agreement. Prior to the first anniversary date of this Indenture the Indenture Trustee shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee missing or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon at the conclusion of its review the Indenture Trustee shall so notify the Seller Depositor and the Master Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by NC Capital in the form Mortgage Loan Purchase Agreement in respect of an exception report and any Mortgage Loan which materially adversely affects such Mortgage Loan or the Seller shall have a period interests of ninety (90) days after the related Noteholders in such notice within which to correct or cure any such defect. On the 360th day following the Closing DateMortgage Loan, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee any other party discovering such breach shall deliver give prompt written notice to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateDepositor, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansNC Capital. (b) Neither Upon deposit of the Indenture Trustee nor Purchase Price in the Custodian on behalf of Payment Account, the Indenture Trustee shall have any responsibility for reviewing any release and deliver to NC Capital (at the expense of the Master Servicer) the related Mortgage File except and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by NC Capital as expressly provided are necessary to vest in Section 2.02NC Capital title to and rights under the related Mortgage Loan. Without limiting Such purchase shall be deemed to have occurred on the effect date on which certification of the preceding sentence, deposit of the Purchase Price in reviewing any Mortgage File pursuant to such subsection, neither the Payment Account was received by the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrustee.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Bond Insurer, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to Section 2.1(boriginal of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateMaster Servicer, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer Bond Insurer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On the Closing Date or no later than the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification in the form annexed hereto as Exhibit C-1 as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, to and shall not be responsible to verify, verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable federal, state and local predatory or abusive lending laws. The Indenture Trustee agrees, for the benefit of the Noteholders, to review each Mortgage File on or before the Closing Date or no later than and to certify in substantially the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and form attached hereto as Exhibit C-1 that, 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 the certification in the form exception report annexed hereto as Exhibit C-1 thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.1(b)(v) of the Mortgage Loan Purchase Agreement) required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which that corresponds to items (i), (ii), (x), (xi), (xiv) and (iiixvi) (solely as to Gross Margin) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within It is herein acknowledged that, in conducting such 45-day period review, the Indenture Trustee was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the Custodian represented purpose or whether they have actually been recorded or that they are other than what they purport to be on behalf their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.1(b) of the Mortgage Loan Purchase Agreement. Prior to the first anniversary date of this Indenture the Indenture Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee missing or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon at the conclusion of its review the Indenture Trustee shall so notify the Seller Depositor and the Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by NC Capital in the form Mortgage Loan Purchase Agreement in respect of an exception report and any Mortgage Loan which materially adversely affects such Mortgage Loan or the Seller shall have a period interests of ninety (90) days after the related Noteholders in such notice within which to correct or cure any such defect. On the 360th day following the Closing DateMortgage Loan, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee any other party discovering such breach shall deliver give prompt written notice to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itDepositor, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansNC Capital. (b) Neither Upon deposit of the Indenture Trustee nor Purchase Price in the Custodian on behalf of Payment Account, the Indenture Trustee shall have any responsibility for reviewing any release and deliver to NC Capital (at the expense of the Servicer) the related Mortgage File except and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by NC Capital as expressly provided are necessary to vest in Section 2.02NC Capital title to and rights under the related Mortgage Loan. Without limiting Such purchase shall be deemed to have occurred on the effect date on which certification of the preceding sentence, deposit of the Purchase Price in reviewing any Mortgage File pursuant to such subsection, neither the Payment Account was received by the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrustee.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Mortgage Loans, the Indenture Trustee shall have not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a period representation or warranty; provided that the aggregate Stated Principal Balance of ninety such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or will review, for the Custodian on behalf benefit of the Indenture Trustee shall Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Bond Insurer, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated Agreement, required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateMaster Servicer, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer Bond Insurer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On the Closing Date or no later than the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification in the form annexed hereto as Exhibit C-1 as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the (i) Mortgage Loan Sale and Contribution AgreementAgreement and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date or no later than the 45th day following the Closing Subsequent Transfer Date, as applicable, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, with respect to the Initial Mortgage Loans, and (ii) such documents the Subsequent Mortgage Loan Sale and Contribution Agreements, with respect to the Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the Subsequent Mortgage Loans on the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) and Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee or the Custodian on behalf will ascertain whether an original of the Indenture Trustee determines that such Mortgage File is otherwise defective each document described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety subclauses (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(bb)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated from respect to the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itInitial Mortgage Loans, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (iii) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Subsequent Mortgage Loan Sale and Contribution Agreement until all such exceptions have Agreements, with respect to the Subsequent Mortgage Loans, required to be recorded has been eliminated and (ii) returned from the Seller shall provide to recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of finds any document or (ii) the collectability, insurability or effectiveness of any constituting part of the Mortgage Loans. (b) Neither File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor the Custodian or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for determining whether any document is valid and binding, whether occurred on the text date on which certification of any assignment or endorsement is the deposit of the Repurchase Price in proper or recordable form (except, if applicable, to determine if the Payment Account was received by the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuineTrustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Master Servicer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage File by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and Seller, a Final Certification in the Servicer form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the review described below and any exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) 2.2 of the Mortgage Home Equity Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesNotes and the Note Insurer. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 Business Days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Noteholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Note Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the Note Insurer an initial certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf will ascertain whether all required documents described in Section 2.2 of the Indenture Trustee determines Home Equity Loan Purchase Agreement have been executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as identified in Exhibit D to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (vi) of such Mortgage File is otherwise defective in any material respectsection, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee Trustee's obligations shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which extend only to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding actually delivered pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.such

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale Purchase Agreement, with respect to the Initial Mortgage Loans, and Contribution Agreement are in its possession, (ii) such documents the applicable Group 1 Subsequent Mortgage Loan Purchase Agreements and Group 2 Subsequent Mortgage Loan Purchase Agreements, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, respectively, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Group 1 Original Pre- Funded Amount and Group 2 Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii) any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect to the Custodian on behalf related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee determines that such finds any document constituting part of the Mortgage File is otherwise has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective in any material respecton its face, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller Seller. (c) Upon deposit of the Repurchase Price in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing DatePayment Account, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Servicer an exception report showing Seller as are necessary to vest in the documents outstanding pursuant Seller title to Section 2.1(b) and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from deposit of the previous certification issued Repurchase Price in the form of Exhibit C-1Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage File by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and Seller, a Final Certification in the Servicer form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Mortgage Loans by the Closing Date the Indenture Trustee shall have not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a period representation or warranty; provided that the aggregate Stated Principal Balance of ninety such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian on behalf of Seller, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee shall deliver to the Seller and the Servicer will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the (i) Mortgage Loan Sale and Contribution AgreementAgreement and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date or no later than the 45th day following the Closing Subsequent Transfer Date, as applicable, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, with respect to the Initial Mortgage Loans, and (ii) such documents the Subsequent Mortgage Loan Sale and Contribution Agreements, with respect to the Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan Schedule orLoan. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) and Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Bond Insurer, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee or the Custodian on behalf will ascertain whether an original of the Indenture Trustee determines that such Mortgage File is otherwise defective each document described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety subclauses (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(bb)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated from respect to the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itInitial Mortgage Loans, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (iii) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Subsequent Mortgage Loan Sale and Contribution Agreement until all such exceptions have Agreements, with respect to the Subsequent Mortgage Loans, required to be recorded has been eliminated and (ii) returned from the Seller shall provide to recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of finds any document or (ii) the collectability, insurability or effectiveness of any constituting part of the Mortgage Loans. (b) Neither File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor the Custodian or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller and the Bond Insurer. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for determining whether any document is valid and binding, whether occurred on the text date on which certification of any assignment or endorsement is the deposit of the Repurchase Price in proper or recordable form (except, if applicable, to determine if the Payment Account was received by the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuineTrustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinMaster Servicer, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date or no later than the 45th day following the Closing Subsequent Transfer Date, as applicable, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, with respect to the Initial Mortgage Loans, and (ii) such documents the applicable Subsequent Mortgage Loan Sale and Contribution Agreements, with respect to the related Group 1 Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Group 1 Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 1 Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Bond Insurer, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee or the Custodian on behalf will ascertain whether an original of the Indenture Trustee determines that such Mortgage File is otherwise defective each document described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety subclauses (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(bb)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated from respect to the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itInitial Mortgage Loans, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (iii) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the any Subsequent Mortgage Loan Sale and Contribution Agreement until all such exceptions have Agreement, with respect to the related Group 1 Subsequent Mortgage Loans, required to be recorded has been eliminated and (ii) returned from the Seller shall provide to recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of finds any document or (ii) the collectability, insurability or effectiveness of any constituting part of the Mortgage Loans. (b) Neither File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor the Custodian or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller and the Bond Insurer. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for determining whether any document is valid and binding, whether occurred on the text date on which certification of any assignment or endorsement is the deposit of the Repurchase Price in proper or recordable form (except, if applicable, to determine if the Payment Account was received by the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuineTrustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinMaster Servicer, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and Seller, a Final Certification in the Servicer form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated respect to the Initial Mortgage Loans, required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Bondholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Bond Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have a period of ninety Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian on behalf of Seller, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee shall deliver to the Seller and the Servicer will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateMaster Servicer, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer Bond Insurer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale Purchase Agreement, with respect to the Initial Mortgage Loans, and Contribution Agreement are in its possession, (ii) such documents the applicable Group 1 Subsequent Mortgage Loan Purchase Agreements and Group 2 Subsequent Mortgage Loan Purchase Agreements, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, respectively, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Group 1 Original Pre- Funded Amount and Group 2 Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii) any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect to the Custodian on behalf related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee determines that such finds any document constituting part of the Mortgage File is otherwise has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective in any material respecton its face, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller Seller. (c) Upon deposit of the Repurchase Price in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing DatePayment Account, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Servicer an exception report showing Seller as are necessary to vest in the documents outstanding pursuant Seller title to Section 2.1(b) and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from deposit of the previous certification issued Repurchase Price in the form of Exhibit C-1Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges shall cause the Custodian as agent for the Indenture Trustee to acknowledge receipt of, subject to the exceptions it notes pursuant to the procedures described below, the following documents with respect to each Mortgage Loan: (i) the original Mortgage Note endorsed without recourse to the order of the Indenture Trustee or in blank, and showing an unbroken chain of endorsements from the original payee thereof to the Person endorsing it to the Indenture Trustee or in blank or, with respect to any Mortgage Loan as to which the original Mortgage Note has been lost or destroyed and has not been replaced, a Lost Note Affidavit; (ii) the original Mortgage with evidence of recording thereon, or, if the original Mortgage has not yet been returned from the public recording office, a copy of the original Mortgage certified copies thereofby the Seller or the public recording office in which such original Mortgage has been recorded; (iii) referred to an assignment (which may be included in Section 2.1(bone or more blanket assignments if permitted by applicable law) of the Mortgage in blank or to the Indenture Trustee (or to MERS, if the Mortgage Loan Sale is registered on the MERS® System and Contribution Agreementnoting the presence of a MIN) and otherwise in recordable form; (iv) originals of any intervening assignments of the Mortgage, with evidence of recording thereon, or, if the original of any such intervening assignment has not yet been returned from the public recording office, a copy of such original intervening assignment certified by the Seller or the public recording office in which such original intervening assignment has been recorded; (v) the original policy of title insurance (or a preliminary title report commitment for title insurance, if the policy is being held by the title insurance company pending recordation of the Mortgage); and (vi) the original or a true and declares correct copy of any assumption, modification, consolidation or substitution agreement, if any, relating to the Mortgage Loan. The Indenture Trustee shall further cause the Custodian to declare that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as agent for the Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Custodian as agent for the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Custodian on behalf of as agent for the Indenture Trustee shall certify shall, for the benefit of the Noteholders, review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto to the Custodial Agreement as Exhibit C-1 One. In conducting such review, the Custodian as not covered by such certification), (i) agent for the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Custodian’s obligations shall extend only to documents actually delivered pursuant to such Mortgage Loan, (iii) based on its examination and only as to the foregoingsubclause). In performing any such review, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period Custodian as agent for the Indenture Trustee or may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Custodian on behalf of as agent for the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of Exhibit B to this Indenture or to appear to be defective on its reviewface, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee of such finding and the Seller’s obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Custodian on behalf of as agent for the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related has not received a Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither Loans by the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsectionClosing Date, neither the Indenture Trustee nor the Custodian shall have any responsibility as agent for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is shall require the assignee or endorsee), whether any document has been recorded in accordance with deposit of cash into the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 Payment Account or any other applicable predatory account to cover the amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or abusive lending laws. Notwithstanding anything to warranty; provided that the contrary contained hereinaggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the parties hereto acknowledge that the functions of Custodian as agent for the Indenture Trustee with respect will review, for the benefit of the Noteholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the custodySeller, acceptancethe Master Servicer and the Indenture Trustee, inspection and release a Final Certification in the form annexed to the Custodial Agreement as Exhibit Two. In conducting such review, the Custodian as agent for the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage FilesLoan Purchase Agreement required to be recorded has been returned from the applicable recording office with evidence of recording thereon or a certified copy has been obtained from such recording office. If the Custodian as agent for the Indenture Trustee finds any document constituting part of the Mortgage File has not been executed or received, including but not limited or to certain insurance policies and documents contemplated by be unrelated, to the Mortgage Loans identified in Exhibit B to this Agreement Indenture or to appear defective on its face, the Custodian as agent for the Indenture Trustee shall promptly notify the Seller and the Servicing AgreementIndenture Trustee. (c) Upon deposit by the Seller of the Repurchase Price in the Payment Account, the Indenture Trustee shall cause the Custodian to release to the Seller or the Master Servicer, as applicable, the related Mortgage File and preparation the Indenture Trustee shall execute and delivery deliver all instruments of any applicable certifications transfer or assignment, without recourse, furnished to it by the Seller or the Master Servicer, as applicable, as are necessary to vest in the Seller or the Master Servicer, as applicable, title to and rights under the related Mortgage Loan. Such purchase shall be performed deemed to have occurred on the date on which the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Custodian pursuant as agent for the Indenture Trustee shall amend the applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the terms Master Servicer and conditions the Indenture Trustee of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the review described below and any exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 Business Days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Bondholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Bond Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the Bond Insurer an initial certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vi) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds that any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit D or Attachment B to Exhibit 2 of the Mortgage Loan Schedule orPurchase Agreement or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. Pursuant to Section 5.11 of this Indenture, the Bond Insurer, so long as no Bond Insurer Default exists, has the right to exercise any trust or power conferred on the Indenture Trustee. In connection with the acceptance of the Subsequent Mortgage Loans by the Indenture Trustee, the Bond Insurer has provided a Certificate (the "MBIA Certificate") stating that the Subsequent Mortgage Loans are acceptable to the Bond Insurer. Since the Bond Insurer is acting on behalf of the Bondholders, the MBIA Certificate will be binding upon those Bondholders. The Indenture Trustee shall have not agree to any transfer of Subsequent Mortgage Loans to it without (i) receipt of the MBIA Certificate and (ii) confirmation from the Rating Agencies that the purchase of such Subsequent Mortgage Loans will not result in a period downgrade, withdrawal or qualification of ninety the ratings then in effect for the Outstanding Bonds (90without regard to the Bond Insurance Policy). (b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or will review, for the Custodian on behalf benefit of the Indenture Trustee shall Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Bond Insurer, a final certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Purchase Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or Attachment B to Exhibit 2 of the Mortgage Loan Purchase Agreement or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the applicable Mortgage Loan Sale Schedule to reflect such repurchase and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and promptly notify the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Noteholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit D or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have a period of ninety Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Noteholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian Seller, a Final Certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage Loan Purchase Agreement required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on behalf the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or to appear defective on its face, the Indenture Trustee shall deliver to promptly notify the Seller and the Servicer an exception report showing Indenture Trustee shall enforce its rights against the documents outstanding pursuant to Seller with respect thereto as provided in Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with Purchase Agreement. (c) In the event of a final certification annexed hereto as Exhibit C-2 updated from repurchase of the previous certification issued related Mortgage Loan, upon deposit of the Repurchase Price in the form Payment Account, or in the event of Exhibit C-1a substitution, upon deposit of the Substitution Adjustment Amount (or if none, then within one Business Day of when the Mortgage File for the Eligible Substitute Mortgage Loan is received), the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price (or the Substitution Adjustment Amount, if any) in the Payment Account was received by the Indenture Trustee, or if no such amount was received, within one Business Day of when the Mortgage File for the Eligible Substitute Mortgage Loan is received. The Indenture Trustee shall amend the applicable Mortgage Loan Schedule to reflect such repurchase or substitution and shall promptly notify the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and Seller, a Final Certification in the Servicer form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated respect to the Initial Mortgage Loans, required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The ---------------------------------------------------- Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the that Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after solely treat such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee as if it were in breach of a representation or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminatedwarranty; provided that the delivery aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansCut-off Date Balance. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On the Closing Date or no later than the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification in the form annexed hereto as Exhibit C-1 as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “"Mortgage Loan Schedule” " accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided PROVIDED that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date or no later than the 45th day following the Closing Subsequent Transfer Date, as applicable, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, with respect to the Initial Mortgage Loans, and (ii) such documents the applicable Subsequent Mortgage Loan Sale and Contribution Agreements, with respect to the related Group 1 Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Group 1 Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 1 Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee or the Custodian on behalf will ascertain whether an original of the Indenture Trustee determines that such Mortgage File is otherwise defective each document described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety subclauses (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(bb)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated from respect to the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itInitial Mortgage Loans, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (iii) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the any Subsequent Mortgage Loan Sale and Contribution Agreement until all such exceptions have Agreement, with respect to the related Group 1 Subsequent Mortgage Loans, required to be recorded has been eliminated and (ii) returned from the Seller shall provide to recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of finds any document or (ii) the collectability, insurability or effectiveness of any constituting part of the Mortgage Loans. (b) Neither File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor the Custodian or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for determining whether any document is valid and binding, whether occurred on the text date on which certification of any assignment or endorsement is the deposit of the Repurchase Price in proper or recordable form (except, if applicable, to determine if the Payment Account was received by the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuineTrustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Master Servicer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges shall acknowledge receipt of, subject to the exceptions it the Indenture Trustee notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares to declare that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust as Indenture Trustee Estate, in trust for the use and benefit of all present and future Holders of the NotesNotes and the Insurer. On the Closing Date or no No later than the 45th day following the Closing Date, with respect to the Initial Mortgage Loans and Initial HELOC Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify shall, for the benefit of the Noteholders and the Insurer, review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Insurer, the RMBS Servicer, the HELOC Back-Up Servicer and the HELOC Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by H. In conducting such certification)review, (ithe Indenture Trustee shall ascertain whether all required documents described in Section 2.1(b)(i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(bexcept clause (v)(ii)) of the Mortgage Loan Sale Purchase Agreement, with respect to the Initial Mortgage Loans and Contribution Agreement are in its possessionInitial HELOC Mortgage Loans, (ii) such documents have been reviewed by executed and received and whether those documents relate, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vi) of such section, the Indenture Trustee’s obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans and HELOC Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to not conform with the review criteria set forth in Exhibit H (a “defect”), if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have Insurer of such finding and the Seller’s obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct the Initial Mortgage Loans or cure any such defect. On the 360th day following Initial HELOC Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Indenture Trustee shall deliver to (i) sum of the Seller and Group I Cut-off Date Balance, in the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) case of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Loans that are not HELOC Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated Loans and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the ServicerGroup II Cut-off Date Balance, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the HELOC Mortgage Loans. (b) Neither No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans and Initial HELOC Mortgage Loans), the Indenture Trustee nor will review, for the Custodian benefit of the Noteholders and the Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, the Insurer, the RMBS Servicer, the HELOC Back-Up Servicer and the HELOC Servicer, a Final Certification in the form annexed hereto as Exhibit I. In conducting such review, Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage Loan Purchase Agreement, with respect to the Initial Mortgage Loans and Initial HELOC Mortgage Loans, required to be recorded has been returned from the applicable recording office with evidence of recording thereon or a certified copy has been obtained from such recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, to the Mortgage Loans and HELOC Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller and the Insurer. (c) Upon deposit by the Seller of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian shall have any responsibility for determining whether any document is valid Seller or the RMBS Servicer, the HELOC Back-Up Servicer and bindingthe HELOC Servicer, whether the text of any assignment or endorsement is in proper or recordable form (except, if as applicable, to determine if the related Mortgage File and the Indenture Trustee is shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the assignee Seller or endorsee)the RMBS Servicer, whether any document has been recorded in accordance with the requirements of any applicable jurisdictionHELOC Back-Up Servicer and the HELOC Servicer, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where as applicable, that it purports as are necessary to vest in the Seller or the RMBS Servicer, the HELOC Back-Up Servicer and the HELOC Servicer, as applicable, title to and rights under the related Mortgage Loan or HELOC Mortgage Loan. Such purchase shall be recorded, but shall not be required deemed to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuinehave occurred on the date on which the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinRMBS Servicer, the parties hereto acknowledge that HELOC Back-Up Servicer, the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement RMBS Master Servicer and the Servicing AgreementHELOC Servicer, the Insurer and preparation and delivery the Securities Administrator of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable federal, state and local predatory or abusive lending laws. The Indenture Trustee agrees, for the benefit of the Noteholders, to review each Mortgage File on or before the Closing Date or no later than and to certify in substantially the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and form attached hereto as Exhibit C-1 that, 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 the certification in the form exception report annexed hereto as Exhibit C-1 thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.1(b)(v) of the Mortgage Loan Purchase Agreement) required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which that corresponds to items (i), (ii), (x), (xi) and (iiixiv) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within It is herein acknowledged that, in conducting such 45-day period review, the Indenture Trustee was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the Custodian represented purpose or whether they have actually been recorded or that they are other than what they purport to be on behalf their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.1(b) of the Mortgage Loan Purchase Agreement. Prior to the first anniversary date of this Indenture the Indenture Trustee shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Master Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee missing or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon at the conclusion of its review the Indenture Trustee shall so notify the Seller Depositor and the Master Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by NC Capital in the form Mortgage Loan Purchase Agreement in respect of an exception report and any Mortgage Loan which materially adversely affects such Mortgage Loan or the Seller shall have a period interests of ninety (90) days after the related Noteholders in such notice within which to correct or cure any such defect. On the 360th day following the Closing DateMortgage Loan, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee any other party discovering such breach shall deliver give prompt written notice to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateDepositor, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansNC Capital. (b) Neither Upon deposit of the Indenture Trustee nor Purchase Price in the Custodian on behalf of Payment Account, the Indenture Trustee shall have any responsibility for reviewing any release and deliver to NC Capital (at the expense of the Master Servicer) the related Mortgage File except and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by NC Capital as expressly provided are necessary to vest in Section 2.02NC Capital title to and rights under the related Mortgage Loan. Without limiting Such purchase shall be deemed to have occurred on the effect date on which certification of the preceding sentence, deposit of the Purchase Price in reviewing any Mortgage File pursuant to such subsection, neither the Payment Account was received by the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrustee.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and Seller, a Final Certification in the Servicer form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated respect to the Mortgage Loans, required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Custodian as agent for the Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as agent for the Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Custodian as agent for the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Custodian on behalf of as agent for the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto to the Custodial Agreement as Exhibit C-1 One. In conducting such review, the Custodian as not covered by such certification), (i) agent for the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Custodian's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loan, (iii) based on its examination and only as to the foregoingsubclause). In performing any such review, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period Custodian as agent for the Indenture Trustee or may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Custodian on behalf of as agent for the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of Exhibit B to this Indenture or to appear to be defective on its reviewface, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller Indenture Trustee of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Custodian as agent for the Indenture Trustee has not received a Mortgage File with respect to any of the Mortgage Loans by the Closing Date, neither the Indenture Trustee nor the Custodian as agent for the Indenture Trustee shall have not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a period representation or warranty; provided that the aggregate Stated Principal Balance of ninety such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Indenture Trustee, a Final Certification in the form annexed to the Custodial Agreement as Exhibit Two. In conducting such review, the Custodian as agent for the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued in recording office with evidence of recording thereon or a certified copy has been obtained from the form of Exhibit C-1recording office. The If the Custodian as agent for the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Custodian on behalf of as agent for the Indenture Trustee shall also maintain records adequate promptly notify the Seller and the Indenture Trustee. (c) Upon deposit of the Repurchase Price in the Payment Account, the Custodian as agent for the Indenture Trustee shall release to determine the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee or the Trustee. The Custodian on behalf of as agent for the Indenture Trustee shall review amend the related applicable Mortgage File Loan Schedule to determine whether reflect such document hasrepurchase and shall promptly notify the Master Servicer, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) Rating Agencies and the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as agent for the Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Indenture Trustee and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale Purchase Agreement, with respect to the Initial Mortgage Loans, and Contribution Agreement are in its possession, (ii) such documents the applicable Group 1 Subsequent Mortgage Loan Purchase Agreements and Group 2 Subsequent Mortgage Loan Purchase Agreements, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, respectively, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Indenture Trustee, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii) any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect to the Custodian on behalf related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee determines that such finds any document constituting part of the Mortgage File is otherwise has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective in any material respecton its face, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller Seller. (c) Upon deposit of the Repurchase Price in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing DatePayment Account, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Servicer an exception report showing Seller as are necessary to vest in the documents outstanding pursuant Seller title to Section 2.1(b) and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the deposit of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued Repurchase Price in the form of Exhibit C-1Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer, the Rating Agencies and the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after of such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) 2.3 of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesNotes and the Note Insurer. On The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Closing Date Trust that is a "High-Cost Home Loan" as defined by the Homeownership and Equity Protection Act of 1994 or no later than any other applicable predatory or abusive lending laws. The Indenture Trustee agrees, for the 45th day following benefit of the Noteholders and the Note Insurer, to review each Mortgage File on or before the Closing Date, with respect to the Indenture Trustee Initial Mortgage Loans, or the Custodian on behalf of the Indenture Trustee shall certify applicable Subsequent Transfer Date, with respect to the SellerSubsequent Mortgage Loans, and to certify in substantially the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and form attached hereto as Exhibit C-1 that, 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 the certification in the form exception report annexed hereto as Exhibit C-1 thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.3(e) and (f) of the Purchase Agreement, with respect to the Initial Mortgage Loans, and each Subsequent Transfer Agreement, with respect to the Subsequent Mortgage Loans) required to be delivered to it pursuant to paragraphs (i) - (v) the Purchase Agreement, with respect to the Initial Mortgage Loans, and (vii) of Section 2.1(b) of each Subsequent Transfer Agreement, with respect to the Subsequent Mortgage Loan Sale and Contribution Agreement Loans are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which that corresponds to items (ii) iii), (vii), and (iiiviii) of the definition of “"Mortgage Loan Schedule” " accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether they have actually been recorded or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clauses (e) and (f) of Section 2.3 of the Purchase Agreement, with respect to the Initial Mortgage Loans, and each Subsequent Transfer Agreement, with respect to the Subsequent Mortgage Loans. On or prior to the first anniversary date of this Indenture, the Indenture Trustee shall deliver to the Depositor, the Note Insurer and the Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Indenture Trustee shall so notify the Depositor, the Note Insurer and the Servicer. In addition, upon the actual knowledge of a Responsible Officer of the Indenture Trustee of a breach of any of the representations and warranties made by the Seller in the Purchase Agreement, with respect to the Initial Mortgage Loans, and each Subsequent Transfer Agreement, with respect to the Subsequent Mortgage Loans in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Noteholders or the Note Insurer in such Mortgage Loan, the Person discovering such breach shall give prompt written notice to the Depositor, the Servicer, the Note Insurer and the Seller. (b) The Indenture Trustee agrees, for the benefit of Noteholders and the Note Insurer, within 90 days after execution and delivery of this Indenture, to review the Mortgage Files to ascertain that all required documents set forth in paragraphs (a) - (d) of Section 2.3 of the Purchase Agreement have been executed and received, and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule and that the Mortgage Notes have been endorsed as set forth in Section 2.3 of the Purchase Agreement, and in so doing the Indenture Trustee may rely on the purported due execution and genuineness of any signature thereon. If within such 4590-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orSchedule, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in Seller, the form of an exception report Depositor and the Note Insurer, and the Seller shall have a period of ninety (90) 90 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any no responsibility for reviewing any Mortgage File except as expressly provided in subsection (b) of this Section 2.022.03. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand . (c) Upon deposit of the Purchase Price in the Collection Account, and, upon receipt by the Indenture Trustee of written notification of such deposit, signed by an officer of the Seller, the Indenture Trustee shall release to the Seller the related Mortgage File and agree that the Indenture Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, furnished to it is not intended that by the Seller as are necessary to vest in the Seller or its designee any Mortgage Loan be included released pursuant hereto. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the Trust that is a high-cost home loan as defined by sole remedy against the Homeownership and Equity Protection Act of 1994 Seller respecting such defect or any other applicable predatory or abusive lending laws. Notwithstanding anything omission available to the contrary contained hereinNote Insurer, the parties hereto acknowledge that the functions of Noteholders or the Indenture Trustee with respect to the custody, acceptance, inspection and release on behalf of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementNoteholders.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On the Closing Date or no later than the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification in the form annexed hereto as Exhibit C-1 as not covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “"Mortgage Loan Schedule” " accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided PROVIDED that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, to and shall not be responsible to verify, verify (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) [2.1(e)] of the Mortgage Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesNotes [and the Note Insurer]. On No later than 45 days after the Closing Date (or, with respect to any Eligible Substitute Mortgage Loan or no later than Subsequent Mortgage Loan, within 45 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Noteholders [and the Note Insurer], to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller[, the Depositor Note Insurer] and the Servicer (an Initial Certification in the form annexed hereto as Exhibit B. In conducting such review, the Trustee will ascertain whether all required documents described in Section [2.1(e)] of the Mortgage Loan Purchase Agreement have been executed and received and whether those documents relate, determined on the Indenture Trustee if basis of the Custodian is so certifying) that Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has reviewed each Mortgage File and thatreceived, as to each Mortgage Loan listed identified in the related Mortgage Loan Schedule (other than any Mortgage Loan paid PROVIDED, HOWEVER, that with respect to those documents described in full or any Mortgage Loan specifically identified in the certification in the form annexed hereto as Exhibit C-1 as not covered by such certificationsubclause [(e)(vii), (i) all documents constituting part ] of such Mortgage File required section, the Indenture Trustee's obligations shall extend only to be documents actually delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionsuch subclause). In performing any such review, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said listed on the related Mortgage Loan Schedule oror to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report [and the Seller shall have a period Note Insurer] of ninety such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Noteholders [and the Note Insurer], the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian Seller [and the Note Insurer], a Final Certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses [(e)(ii)-(iv) of Section 2.1] of the Servicing Agreement required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on behalf the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans listed on the related Mortgage Loan Schedule or to appear defective on its face, the Indenture Trustee shall deliver promptly notify the Seller [and the Note Insurer]. (c) Upon deposit of the Repurchase Price in the Note Distribution Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Servicer an exception report showing Seller as are necessary to vest in the documents outstanding pursuant Seller title to Section 2.1(b) and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from deposit of the previous certification issued Repurchase Price in the form of Exhibit C-1Note Distribution Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateServicer[, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer Note Insurer] and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it the related Custodian notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution AgreementPurchase Agreement with respect to the Mortgage Loans, and declares that it or the Custodian holds Custodians hold and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee (or on behalf of the Indenture Trustee, as applicable) in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than with respect to the 45th day following Mortgage Loans, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the related Custodian thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or related Custodian agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by G. In conducting such certification)review, (i) the related Custodian will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionPurchase Agreement, (ii) such documents with respect to the Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee’s obligations shall extend only to documents actually delivered pursuant to such Mortgage Loan, (iii) based on its examination and only as to the foregoingsubclause). In performing any such review, the information set forth in related Custodian may conclusively rely on the Mortgage Loan Schedule which corresponds to items (ii) purported due execution and (iii) genuineness of any such document and on the definition purported genuineness of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage Fileany signature thereon. If within such 45-day period the Indenture Trustee or the a Custodian on behalf of the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of Exhibit B to this Indenture or to appear to be defective on its reviewface, the Indenture Trustee or the related Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller’s obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent that a period Custodian has not received a Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the that Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after solely treat such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee as if it were in breach of a representation or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminatedwarranty; provided that the delivery aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansCut-off Date Balance. (b) Neither No later than 180 days after the Closing Date, (with respect to the Mortgage Loans), the related Custodian will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final Certification in the form annexed hereto as Exhibit H. In conducting such review, the related Custodian will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the related Custodian finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor or to appear defective on its face, the related Custodian on behalf shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the Payment Account, the related Custodian shall release to the Seller the related Mortgage File and the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting occurred on the effect date on which certification of the preceding sentence, deposit of the Repurchase Price in reviewing any Mortgage File pursuant to such subsection, neither the Payment Account was received by the Indenture Trustee nor the Trustee. The related Custodian shall have any responsibility for determining whether any document is valid and binding, whether amend the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Master Servicer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable federal, state and local predatory or abusive lending laws. The Indenture Trustee agrees, for the benefit of the Noteholders, to review each Mortgage File on or before the Closing Date or no later than and to certify in substantially the 45th day following form attached hereto as Exhibit C-1 (the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying“Initial Certification”) that it has reviewed each Mortgage File and that, 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 the certification in the form exception report annexed hereto as Exhibit C-1 thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.1(b)(v) of the Mortgage Loan Purchase Agreement) required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which that corresponds to items (i), (ii), (x), (xi) and (iiixiv) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within It is herein acknowledged that, in conducting such 45-day period review, the Indenture Trustee was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the Custodian represented purpose or whether they have actually been recorded or that they are other than what they purport to be on behalf their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.1(b) of the Mortgage Loan Purchase Agreement. After delivery of the Initial Certification, the Indenture Trustee will send a monthly report noting any Mortgage Files that are not complete to the Servicer. The Indenture Trustee shall send such reports until all Mortgage Files are complete. Prior to the first anniversary date of this Indenture the Indenture Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee missing or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon at the conclusion of its review the Indenture Trustee shall so notify the Seller Depositor and the Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by NC Capital in the form Mortgage Loan Purchase Agreement in respect of an exception report and any Mortgage Loan which materially adversely affects such Mortgage Loan or the Seller shall have a period interests of ninety (90) days after the related Noteholders in such notice within which to correct or cure any such defect. On the 360th day following the Closing DateMortgage Loan, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee any other party discovering such breach shall deliver give prompt written notice to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itDepositor, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansNC Capital. (b) Neither Upon deposit of the Indenture Trustee nor Purchase Price in the Custodian on behalf of Payment Account, the Indenture Trustee shall have any responsibility for reviewing any release and deliver to NC Capital (at the expense of the Servicer) the related Mortgage File except and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by NC Capital as expressly provided are necessary to vest in Section 2.02NC Capital title to and rights under the related Mortgage Loan. Without limiting Such purchase shall be deemed to have occurred on the effect date on which certification of the preceding sentence, deposit of the Purchase Price in reviewing any Mortgage File pursuant to such subsection, neither the Payment Account was received by the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrustee.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than with respect to the 45th day following Mortgage Loans, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionPurchase Agreement, (ii) such documents with respect to the Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee’s obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller’s obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, (with respect to the Mortgage Loans), the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Master Servicer, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Purchase Agreement along with a final certification annexed hereto as Exhibit C-2 updated respect to the Mortgage Loans, required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit D or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period Bond Insurer of ninety such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or will review, for the Custodian on behalf benefit of the Indenture Trustee shall Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Bond Insurer, a Final Certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Purchase Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateMaster Servicer, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer Bond Insurer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the review described below and any exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Home Equity Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 Business Days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Bondholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Bond Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the Bond Insurer an initial certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Home Equity Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vi) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds that any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee Exhibit D or the Custodian on behalf Attachment B to Exhibit 2 of the Indenture Trustee determines that such Mortgage File is otherwise Home Equity Loan Purchase Agreement or to appear to be defective in any material respecton its face, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. Pursuant to Section 5.11 of this Indenture, the Bond Insurer, so long as no Bond Insurer Default exists, has the right to exercise any trust or power conferred on the Indenture Trustee. In connection with the acceptance of the Subsequent Mortgage Loans by the Indenture Trustee, the Bond Insurer has provided a Certificate (the "MBIA Certificate") stating that the Subsequent Mortgage Loans are acceptable to the Bond Insurer. Since the Bond Insurer is acting on behalf of the Bondholders, the MBIA Certificate will be binding upon those Bondholders. The Indenture Trustee shall have not agree to any transfer of Subsequent Mortgage Loans to it without (i) receipt of the MBIA Certificate and (ii) confirmation from the Rating Agencies that the purchase of such Subsequent Mortgage Loans will not result in a period downgrade, withdrawal or qualification of ninety the ratings then in effect for the Outstanding Bonds (90without regard to the Bond Insurance Policy). (b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or will review, for the Custodian on behalf benefit of the Indenture Trustee shall Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with Bond Insurer, a final certification in the form annexed hereto as Exhibit C-2 updated C. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Home Equity Loan Purchase Agreement required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or Attachment B to Exhibit 2 of the Home Equity Loan Purchase Agreement or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the applicable Mortgage Loan Sale Schedule to reflect such repurchase and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and promptly notify the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Custodian as agent for the Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as agent for the Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Custodian as agent for the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Custodian on behalf of as agent for the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Indenture Trustee and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto to the Custodial Agreement as Exhibit C-1 One. In conducting such review, the Custodian as not covered by such certification), (i) agent for the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale Purchase Agreement, with respect to the Initial Mortgage Loans, and Contribution Agreement are in its possession, (ii) such documents the applicable Group 1 Subsequent Mortgage Loan Purchase Agreements and Group 2 Subsequent Mortgage Loan Purchase Agreements, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, respectively, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Custodian's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loan, (iii) based on its examination and only as to the foregoingsubclause). In performing any such review, the information set forth in Custodian may conclusively rely on the Mortgage Loan Schedule which corresponds to items (ii) purported due execution and (iii) genuineness of any such document and on the definition purported genuineness of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage Fileany signature thereon. If within such 45-day period the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of Exhibit B to this Indenture or to appear to be defective on its reviewface, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Custodian as agent for the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Initial Mortgage Loans by the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans by the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsectionapplicable Subsequent Transfer Date, neither the Indenture Trustee nor the Custodian shall have any responsibility as agent for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is shall require the assignee or endorsee), whether any document has been recorded in accordance with deposit of cash into the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 Payment Account or any other applicable predatory account to cover the amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge warranty; provided that the functions aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Indenture Trustee sum of the Cut-off Date Balance and the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the custodyInitial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans), acceptancethe Custodian as agent for the Indenture Trustee will review, inspection for the benefit of the Bondholders, the Mortgage Files and release will execute and deliver or cause to be executed and delivered to the Seller and the Indenture Trustee, a Final Certification in the form annexed to the Custodial Agreement as Exhibit Two. In conducting such review, the Custodian as agent for the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii) any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Custodian as agent for the Indenture Trustee finds any document constituting part of the Mortgage FilesFile has not been received, including but not limited or to certain insurance policies be unrelated, determined on the basis of the Mortgagor name, original principal balance and documents contemplated by loan number, to the Mortgage Loans identified in Exhibit B to this Agreement Indenture or to appear defective on its face, the Custodian as agent for the Indenture Trustee shall promptly notify the Seller and the Servicing AgreementIndenture Trustee. (c) Upon deposit of the Repurchase Price in the Payment Account, the Custodian as agent for the Custodian as agent for the Indenture Trustee shall release to the Seller the related Mortgage File and preparation shall execute and delivery deliver all instruments of any applicable certifications transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be performed deemed to have occurred on the date on which the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Custodian pursuant as agent for the Indenture Trustee shall amend the applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the terms Master Servicer, the Rating Agencies and conditions the Indenture Trustee of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, with respect to the Mortgage Loans, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than with respect to the 45th day following Mortgage Loans, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionPurchase Agreement, (ii) such documents with respect to the Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee’s obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have Bond Insurer of such finding and the Seller’s obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent that the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the that Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after solely treat such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee as if it were in breach of a representation or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminatedwarranty; provided that the delivery aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansCut-off Date Balance. (b) Neither No later than 180 days after the Closing Date, (with respect to the Mortgage Loans), the Indenture Trustee nor will review, for the Custodian benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, the Bond Insurer and the Master Servicer, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on behalf the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller and the Bond Insurer. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian shall have any responsibility for determining whether any document is valid Seller the related Mortgage File and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the assignee or endorsee), whether any document has been recorded Seller as are necessary to vest in accordance with the requirements Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of any applicable jurisdiction, or whether a blanket assignment is permitted the deposit of the Repurchase Price in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuinethe Payment Account was received by the Indenture Trustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinMaster Servicer, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the review described below and any exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 Business Days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Bondholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Bond Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the Bond Insurer an initial certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vi) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds that any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit D or Attachment B to Exhibit 2 of the Mortgage Loan Schedule orPurchase Agreement or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. Pursuant to Section 5.11 of this Indenture, the Bond Insurer, so long as no Bond Insurer Default exists, has the right to exercise any trust or power conferred on the Indenture Trustee. In connection with the acceptance of the Subsequent Mortgage Loans by the Indenture Trustee, the Bond Insurer has provided a Certificate (the "MBIA Certificate") stating that the Subsequent Mortgage Loans are acceptable to the Bond Insurer. Since the Bond Insurer is acting on behalf of the Bondholders, the MBIA Certificate will be binding upon those Bondholders. The Indenture Trustee shall have not agree to any transfer of Subsequent Mortgage Loans to it without (i) receipt of the MBIA Certificate and (ii) confirmation from the Rating Agencies that the purchase of such Subsequent Mortgage Loans will not result in a period downgrade, withdrawal or qualification of ninety the ratings then in effect for the Outstanding Bonds (90without regard to the Bond Insurance Policy). (b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or will review, for the Custodian on behalf benefit of the Indenture Trustee shall Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Bond Insurer, a final certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Purchase Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or Attachment B to Exhibit 2 of the Mortgage Loan Purchase Agreement or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (c) Upon deposit of the Repurchase Price in the form Collection Account and notification of Exhibit C-1the Indenture Trustee by a certification signed by a Servicing Officer (which certification shall include a statement to the effect that the Repurchase Price has been deposited in the Collection Account), the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the applicable Mortgage Loan Sale Schedule to reflect such repurchase and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and promptly notify the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes Bonds pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit D or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have a period of ninety Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian on behalf of Seller, a Final Certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee shall deliver to the Seller and the Servicer will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and Seller, a Final Certification in the Servicer form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the (i) Mortgage Loan Sale and Contribution Agreement and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date or no later than the 45th day following the Closing Subsequent Transfer Date, as applicable, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, with respect to the Initial Mortgage Loans, and (ii) such documents the Subsequent Mortgage Loan Sale and Contribution Agreement, with respect to the Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described therein, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan Schedule orLoan. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) and Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee or the Custodian on behalf will ascertain whether an original of the Indenture Trustee determines that such Mortgage File is otherwise defective each document described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety subclauses (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(bb)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated from respect to the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itInitial Mortgage Loans, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (iii) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Subsequent Mortgage Loan Sale and Contribution Agreement until all such exceptions have Agreement, with respect to the Subsequent Mortgage Loans, required to be recorded has been eliminated and (ii) returned from the Seller shall provide to recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of finds any document or (ii) the collectability, insurability or effectiveness of any constituting part of the Mortgage Loans. (b) Neither File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor the Custodian or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for determining whether any document is valid and binding, whether occurred on the text date on which certification of any assignment or endorsement is the deposit of the Repurchase Price in proper or recordable form (except, if applicable, to determine if the Payment Account was received by the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuineTrustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Master Servicer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.such amendment

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the review described below and any exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) 2.2 of the Mortgage Home Equity Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesNotes and the Note Insurer. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 Business Days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Noteholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Note Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the Note Insurer an initial certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf will ascertain whether all required documents described in Section 2.2 of the Indenture Trustee determines Home Equity Loan Purchase Agreement have been executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as identified in Exhibit D to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (vi) of such Mortgage File is otherwise defective in any material respectsection, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee Trustee's obligations shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which extend only to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding actually delivered pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.such

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and Seller, a Final Certification in the Servicer form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale Purchase Agreement and Contribution Group 2 Subsequent Mortgage Loan Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the Group 2 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale Purchase Agreement, with respect to the Initial Mortgage Loans, and Contribution Agreement are in its possession, (ii) such documents the Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect to the Group 2 Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Group 2 Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance and the Group 2 Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 2 Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Bond Insurer, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b) (ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii) any Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect to the related Group 2 Subsequent Mortgage Loans required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the Custodian on behalf of recording office. If the Indenture Trustee determines that such finds any document constituting part of the Mortgage File is otherwise has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective in any material respecton its face, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller and the Bond Insurer. (c) Upon deposit of the Repurchase Price in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing DatePayment Account, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Servicer an exception report showing Seller as are necessary to vest in the documents outstanding pursuant Seller title to Section 2.1(b) and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from deposit of the previous certification issued Repurchase Price in the form of Exhibit C-1Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateMaster Servicer, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer Bond Insurer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B to this Indenture or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, the Indenture Trustee shall will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Bond Insurer, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to Section 2.1(boriginal of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateMaster Servicer, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer Bond Insurer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit D or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have a period of ninety Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian on behalf of Seller, a Final Certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee shall deliver to the Seller and the Servicer will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Noteholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification)review, (i) the Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit D to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit D or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have a period of ninety Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Noteholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian on behalf of Seller, a Final Certification in the form annexed hereto as Exhibit C. In conducting such review, the Indenture Trustee shall deliver to the Seller and the Servicer will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit D or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as the Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by G. In conducting such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective will ascertain whether all required documents described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide Mortgage Loan Purchase Agreement, with respect to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian)Initial Mortgage Loans, no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Group 1 Subsequent Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership Purchase Agreements and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinGroup 2 Subsequent Mortgage Loan Purchase Agreements, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custodyrelated Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, acceptancerespectively, inspection have been executed and release received and whether those documents relate, determined on the basis of the Mortgage FilesMortgagor name, including but not limited to certain insurance policies original principal balance and documents contemplated by this Agreement and the Servicing Agreementloan number, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.Mortgage Loans it has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the Notes. On The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. The Indenture Trustee agrees, for the benefit of the Noteholders, to review each Mortgage File on or before the Closing Date or no later than and to certify in substantially the 45th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall certify to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and form attached hereto as Exhibit C-1 that, 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 the certification in the form exception report annexed hereto as Exhibit C-1 thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.1(b)(v) of the Mortgage Loan Purchase Agreement) required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which that corresponds to items (iii), (iii), (xi), (xii), (xv) and (iiixvii) (solely as to the Gross Margin) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within It is herein acknowledged that, in conducting such 45-day period review, the Indenture Trustee was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the Custodian represented purpose or whether they have actually been recorded or that they are other than what they purport to be on behalf their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.1(b) of the Mortgage Loan Purchase Agreement. Prior to the first anniversary date of this Indenture the Indenture Trustee shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee finds any document or documents constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee missing or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon at the conclusion of its review the Indenture Trustee shall so notify the Seller Depositor and the Master Servicer. In addition, upon the discovery by the Indenture Trustee of a breach of any of the representations and warranties made by NC Capital in the form Mortgage Loan Purchase Agreement in respect of an exception report and any Mortgage Loan which materially adversely affects such Mortgage Loan or the Seller shall have a period interests of ninety (90) days after the related Noteholders in such notice within which to correct or cure any such defect. On the 360th day following the Closing DateMortgage Loan, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee any other party discovering such breach shall deliver give prompt written notice to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such dateDepositor, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansNC Capital. (b) Neither Upon deposit of the Indenture Trustee nor Purchase Price in the Custodian on behalf of Payment Account, the Indenture Trustee shall have any responsibility for reviewing any release and deliver to NC Capital (at the expense of the Master Servicer) the related Mortgage File except and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by NC Capital as expressly provided are necessary to vest in Section 2.02NC Capital title to and rights under the related Mortgage Loan. Without limiting Such purchase shall be deemed to have occurred on the effect date on which certification of the preceding sentence, deposit of the Purchase Price in reviewing any Mortgage File pursuant to such subsection, neither the Payment Account was received by the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial AgreementTrustee.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the (i) Mortgage Loan Sale and Contribution AgreementAgreement and (ii) the Subsequent Mortgage Loan Sale and Contribution Agreements, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date or no later than the 45th day following the Closing Subsequent Transfer Date, as applicable, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, with respect to the Initial Mortgage Loans, and (ii) such documents the Subsequent Mortgage Loan Sale and Contribution Agreements, with respect to the Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the Subsequent Mortgage Loans on the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) and Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Bond Insurer, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee or the Custodian on behalf will ascertain whether an original of the Indenture Trustee determines that such Mortgage File is otherwise defective each document described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety subclauses (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(bb)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated from respect to the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itInitial Mortgage Loans, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (iii) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Subsequent Mortgage Loan Sale and Contribution Agreement until all such exceptions have Agreements, with respect to the Subsequent Mortgage Loans, required to be recorded has been eliminated and (ii) returned from the Seller shall provide to recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of finds any document or (ii) the collectability, insurability or effectiveness of any constituting part of the Mortgage Loans. (b) Neither File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor the Custodian or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller and the Bond Insurer. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for determining whether any document is valid and binding, whether occurred on the text date on which certification of any assignment or endorsement is the deposit of the Repurchase Price in proper or recordable form (except, if applicable, to determine if the Payment Account was received by the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuineTrustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinMaster Servicer, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it the related Custodian notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution AgreementPurchase Agreement with respect to the Mortgage Loans, and declares that it or the Custodian holds Custodians hold and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee (or on behalf of the Indenture Trustee, as applicable) in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than with respect to the 45th day following Mortgage Loans, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the related Custodian thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or related Custodian agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by G. In conducting such certification)review, (i) the related Custodian will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionPurchase Agreement, (ii) such documents with respect to the Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loan, (iii) based on its examination and only as to the foregoingsubclause). In performing any such review, the information set forth in related Custodian may conclusively rely on the Mortgage Loan Schedule which corresponds to items (ii) purported due execution and (iii) genuineness of any such document and on the definition purported genuineness of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage Fileany signature thereon. If within such 45-day period the Indenture Trustee or the a Custodian on behalf of the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of Exhibit B to this Indenture or to appear to be defective on its reviewface, the Indenture Trustee or the related Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent that a period Custodian has not received a Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the Custodian on behalf amount of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the that Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after solely treat such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee as if it were in breach of a representation or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminatedwarranty; provided that the delivery aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage LoansCut-off Date Balance. (b) Neither No later than 180 days after the Closing Date, (with respect to the Mortgage Loans), the related Custodian will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final Certification in the form annexed hereto as Exhibit H. In conducting such review, the related Custodian will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the related Custodian finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor or to appear defective on its face, the related Custodian on behalf shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the Payment Account, the related Custodian shall release to the Seller the related Mortgage File and the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting occurred on the effect date on which certification of the preceding sentence, deposit of the Repurchase Price in reviewing any Mortgage File pursuant to such subsection, neither the Payment Account was received by the Indenture Trustee nor the Trustee. The related Custodian shall have any responsibility for determining whether any document is valid and binding, whether amend the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Master Servicer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Custodian as agent for the Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution AgreementPurchase Agreement with respect to the Mortgage Loans, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than with respect to the 45th day following Mortgage Loans, (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Custodian as agent for the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Custodian as agent for the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Indenture Trustee and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto to the Custodial Agreement as Exhibit C-1 as not covered by One. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possessionPurchase Agreement, (ii) such documents with respect to the Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vii) of such section, the Custodian's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loan, (iii) based on its examination and only as to the foregoingsubclause). In performing any such review, the information set forth in Custodian may conclusively rely on the Mortgage Loan Schedule which corresponds to items (ii) purported due execution and (iii) genuineness of any such document and on the definition purported genuineness of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage Fileany signature thereon. If within such 45-day period the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of Exhibit B to this Indenture or to appear to be defective on its reviewface, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Custodian as agent for the Indenture Trustee has not received a period Mortgage File with respect to any of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following Mortgage Loans by the Closing Date, the Indenture Trustee or the Custodian on behalf of as agent for the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan and shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the Cut-off Date Balance. (b) No later than 180 days after the Closing Date, (with respect to the Mortgage Loans), the Custodian as agent for the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Indenture Trustee, a Final Certification in the form annexed to the Custodial Agreement as Exhibit Two. In conducting such review, the Custodian as agent for the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Purchase Agreement along with a final certification annexed hereto as Exhibit C-2 updated respect to the Mortgage Loans, required to be recorded has been returned from the previous certification issued in recording office with evidence of recording thereon or a certified copy has been obtained from the form of Exhibit C-1recording office. The If the Custodian as agent for the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective on its face, the Custodian on behalf of as agent for the Indenture Trustee shall also maintain records adequate promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the Payment Account, the Custodian as agent for the Indenture Trustee shall release to determine the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which any document required to be delivered to it after such 360th day following certification of the Closing Date must be delivered to it, and on each such date, deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee or the Trustee. The Custodian on behalf of as agent for the Indenture Trustee shall review amend the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the applicable Mortgage Loan Sale Schedule to reflect such repurchase and Contribution Agreement until all such exceptions have been eliminated and (ii) shall promptly notify the Seller shall provide to the Indenture Trustee or the Custodian on behalf of Master Servicer, the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status Rating Agencies of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On No later than 45 days after the Closing Date or no later than (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule orExhibit B or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report such finding and the Seller shall have a period of ninety Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (90b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee will review, for the benefit of the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Custodian on behalf of Seller, a Final Certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee shall deliver to the Seller and the Servicer will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller. (c) Upon deposit of the Repurchase Price in the form Payment Account, the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of Exhibit C-1transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the review described below and any exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) 2.2 of the Mortgage Home Equity Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesNotes and the Note Insurer. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 Business Days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Noteholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Note Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the Note Insurer an initial certification in the form annexed hereto as Exhibit C-1 as not covered by B. In conducting such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf will ascertain whether all required documents described in Section 2.2 of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respectHome Equity Loan Purchase Agreement have been executed and received and whether those documents relate, determined on the Indenture Trustee or the Custodian on behalf basis of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report Mortgagor name, original principal balance and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Dateloan number, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant Mortgage Loans it has received, as identified in Exhibit D to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto this Indenture, as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itsupplemented (provided, and on each such datehowever, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.that

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Custodian as agent for the Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as agent for the Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Custodian as agent for the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Custodian on behalf of as agent for the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Indenture Trustee and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto to the Custodial Agreement as Exhibit C-1 One. In conducting such review, the Custodian as not covered by such certification), (i) agent for the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or the Custodian on behalf of the Indenture Trustee finds any document constituting a part of a Mortgage File not to have been executed or received or to be unrelated to the Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide Mortgage Loan Purchase Agreement, with respect to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian)Initial Mortgage Loans, no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Group 1 Subsequent Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinPurchase Agreements, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custodyrelated Group 1 Subsequent Mortgage Loans, acceptancehave been executed and received and whether those documents relate, inspection and release determined on the basis of the Mortgage FilesMortgagor name, including but not limited to certain insurance policies original principal balance and documents contemplated by this Agreement and the Servicing Agreementloan number, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.Mortgage Loans it has received, as identified in Exhibit B to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the review described below and any exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, Purchase Agreement and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date or no later than and each Subsequent Transfer Date (or, with respect to any Eligible Substitute Mortgage Loan, within 5 Business Days after the 45th day following receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify to the Seller, the Depositor Bondholders and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed Bond Insurer, to review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the Bond Insurer an initial certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement are in its possession, (ii) such documents have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit E to this Indenture, as supplemented (provided, however, that with respect to those documents described in subclause (b)(vi) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds that any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit E or Attachment B to Exhibit 2 of the Mortgage Loan Schedule orPurchase Agreement or to appear to be defective on its face, if in the course of its review, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee determines that such Mortgage File is otherwise defective in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. Pursuant to Section 5.11 of this Indenture, the Bond Insurer, so long as no Bond Insurer Default exists, has the right to exercise any trust or power conferred on the Indenture Trustee. In connection with the acceptance of the Subsequent Mortgage Loans by the Indenture Trustee, the Bond Insurer shall have provide a period Certificate (the "MBIA Certificate") stating that the Subsequent Mortgage Loans are acceptable to the Bond Insurer. Since the Bond Insurer is acting on behalf of ninety the Bondholders, the MBIA Certificate will be binding upon those Bondholders. The Indenture Trustee shall not agree to any transfer of Subsequent Mortgage Loans to it without (90i) receipt of the MBIA Certificate and (ii) confirmation from the Rating Agencies that the purchase of such Subsequent Mortgage Loans will not result in a downgrade, withdrawal or qualification of the ratings then in effect for the Outstanding Bonds (without regard to the Bond Insurance Policy). (b) No later than 180 days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or will review, for the Custodian on behalf benefit of the Indenture Trustee shall Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Servicer Bond Insurer, a final certification in the form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an exception report showing the documents outstanding pursuant to original of each document described in subclauses (b)(ii)-(iv) of Section 2.1(b) 2.1 of the Mortgage Loan Sale and Contribution Purchase Agreement along with a final certification annexed hereto as Exhibit C-2 updated required to be recorded has been returned from the previous certification issued recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit E or Attachment B to Exhibit 2 of the Mortgage Loan Purchase Agreement or to appear defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. (c) Upon deposit of the Repurchase Price in the form Collection Account and notification of Exhibit C-1the Indenture Trustee by a certification signed by a Servicing Officer (which certification shall include a statement to the effect that the Repurchase Price has been deposited in the Collection Account), the Indenture Trustee shall release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the deposit of the Repurchase Price in the Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the applicable Mortgage Loan Sale Schedule to reflect such repurchase and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and promptly notify the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loans. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds and the Bond Insurer. On No later than 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with respect to any documents received beyond 45 days after the Closing Date or no later than the 45th day following the Closing Subsequent Transfer Date, as applicable, promptly thereafter), the Indenture Trustee or agrees, for the Custodian on behalf benefit of the Indenture Trustee shall certify Bondholders and the Bond Insurer, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Depositor Bond Insurer and the Master Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed each Mortgage File and that, 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 the certification an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale and Contribution Agreement are in its possessionAgreement, with respect to the Initial Mortgage Loans, and (ii) such documents the applicable Subsequent Mortgage Loan Sale and Contribution Agreements, with respect to the related Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller and the Bond Insurer of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Subsequent Mortgage Loans), if the Indenture Trustee will review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller and the Bond Insurer, a Final Certification in the course of its form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee or the Custodian on behalf will ascertain whether an original of the Indenture Trustee determines that such Mortgage File is otherwise defective each document described in any material respect, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller in the form of an exception report and the Seller shall have a period of ninety subclauses (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver to the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(bb)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Sale and Contribution Agreement along Agreement, with a final certification annexed hereto as Exhibit C-2 updated from respect to the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to itInitial Mortgage Loans, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (iii) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) of the any Subsequent Mortgage Loan Sale and Contribution Agreement until all such exceptions have Agreement, with respect to the related Subsequent Mortgage Loans, required to be recorded has been eliminated and (ii) returned from the Seller shall provide to recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of finds any document or (ii) the collectability, insurability or effectiveness of any constituting part of the Mortgage Loans. (b) Neither File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture Trustee nor the Custodian or to appear defective on behalf of its face, the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting promptly notify the effect Seller and the Bond Insurer. (c) Upon deposit of the preceding sentenceRepurchase Price in the Payment Account, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor shall release to the Custodian Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the related Mortgage Loan. Such purchase shall be deemed to have any responsibility for determining whether any document is valid and binding, whether occurred on the text date on which certification of any assignment or endorsement is the deposit of the Repurchase Price in proper or recordable form (except, if applicable, to determine if the Payment Account was received by the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuineTrustee. The parties hereto understand and agree that it is not intended that any Indenture Trustee shall amend the applicable Mortgage Loan be included in Schedule to reflect such repurchase and shall promptly notify the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained hereinMaster Servicer, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement Bond Insurer and the Servicing Agreement, and preparation and delivery Rating Agencies of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreementsuch amendment.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of, subject to the exceptions it notes pursuant to the procedures described below, the documents (or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and Contribution Purchase Agreement, and declares that it or the Custodian holds and will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Estate as Indenture Trustee in trust for the use and benefit of all present and future Holders of the NotesBonds. On the Closing Date or no No later than the 45th day following 45 days after the Closing Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after the receipt by the Indenture Trustee or thereof and, with respect to any documents received beyond 45 days after the Custodian on behalf of Closing Date, promptly thereafter), the Indenture Trustee shall certify agrees, for the benefit of the Bondholders, to the Seller, the Depositor and the Servicer (and the Indenture Trustee if the Custodian is so certifying) that it has reviewed review each Mortgage File delivered to it and thatto execute and deliver, as or cause to each Mortgage Loan listed in be executed and delivered, to the related Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in Seller and the certification Master Servicer an Initial Certification in the form annexed hereto as Exhibit C-1 as not covered by C. In conducting such certification)review, (i) the Indenture Trustee will ascertain whether all required documents constituting part of such Mortgage File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii) of described in Section 2.1(b) of (i) the Mortgage Loan Sale Purchase Agreement, with respect to the Initial Mortgage Loans, and Contribution Agreement are in its possession, (ii) such documents the applicable Subsequent Mortgage Loan Purchase Agreements, with respect to the related Group 1 Subsequent Mortgage Loans, have been reviewed by executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it and appear regular on their face and relate has received, as identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall extend only to documents actually delivered pursuant to such Mortgage Loansubclause). In performing any such review, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. If within such 45-day period the Indenture Trustee or may conclusively rely on the Custodian purported due execution and genuineness of any such document and on behalf the purported genuineness of any signature thereon. If the Indenture Trustee finds any document constituting a part of a the Mortgage File not to have been executed or received received, or to be unrelated to the Mortgage Loans identified in said Exhibit B to this Indenture or to appear to be defective on its face, the Indenture Trustee shall promptly notify the Seller of such finding and the Seller's obligation to cure such defect or repurchase or substitute for the related Mortgage Loan. To the extent the Indenture Trustee has not received a Mortgage File with respect to any of the Initial Mortgage Loans by the Closing Date, or any of the related Group 1 Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the Indenture Trustee shall not require the deposit of cash into the Payment Account or any other account to cover the amount of that Mortgage Loan Schedule orand shall solely treat such Mortgage Loan as if it were in breach of a representation or warranty; provided that the aggregate Stated Principal Balance of such Mortgage Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Original Pre-Funded Amount. (b) No later than 180 days after the Closing Date (with respect to the Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect to the related Group 1 Subsequent Mortgage Loans), if in the course Indenture Trustee will review, for the benefit of its the Bondholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Seller, a Final ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ form annexed hereto as Exhibit D. In conducting such review, the Indenture Trustee will ascertain whether an original of each document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii) any Subsequent Mortgage Loan Purchase Agreement, with respect to the related Group 1 Subsequent Mortgage Loans, required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the Custodian on behalf of recording office. If the Indenture Trustee determines that such finds any document constituting part of the Mortgage File is otherwise has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B to this Indenture or to appear defective in any material respecton its face, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall promptly upon the conclusion of its review notify the Seller Seller. (c) Upon deposit of the Repurchase Price in the form of an exception report and the Seller shall have a period of ninety (90) days after such notice within which to correct or cure any such defect. On the 360th day following the Closing DatePayment Account, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall deliver release to the Seller the related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Servicer an exception report showing Seller as are necessary to vest in the documents outstanding pursuant Seller title to Section 2.1(b) and rights under the related Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which certification of the Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from deposit of the previous certification issued Repurchase Price in the form of Exhibit C-1Payment Account was received by the Indenture Trustee. The Indenture Trustee or shall amend the Custodian on behalf of applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered to it after such 360th day following the Closing Date must be delivered to it, and on each such date, the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall review the related Mortgage File to determine whether such document has, in fact, been delivered. After the delivery of the final certification, a form of which is attached hereto as Exhibit C-2, (i) the Indenture Trustee or the Custodian on behalf of the Indenture Trustee shall provide to the Master Servicer and the Seller (and to the Indenture Trustee if delivered by the Custodian), no less frequently than monthly, updated exception reports showing the documents outstanding pursuant to Section 2.1(b) Rating Agencies of the Mortgage Loan Sale and Contribution Agreement until all such exceptions have been eliminated and (ii) the Seller shall provide to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee and the Servicer, no less frequently than monthly, updated certifications indicating the then current status of exceptions until all such exceptions have been eliminated; provided that the delivery of the final certification shall not act as a waiver of any of the rights the Noteholders may have with respect to such exceptions, and all rights are reserved with respect thereto. Neither the Indenture Trustee nor the Custodian makes any representations as to, and shall not be responsible to verify, (i) the validity, sufficiency, legality, due authorization, recordation or genuineness of any document or (ii) the collectability, insurability or effectiveness of any of the Mortgage Loansamendment. (b) Neither the Indenture Trustee nor the Custodian on behalf of the Indenture Trustee shall have any responsibility for reviewing any Mortgage File except as expressly provided in Section 2.02. Without limiting the effect of the preceding sentence, in reviewing any Mortgage File pursuant to such subsection, neither the Indenture Trustee nor the Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Indenture Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be, and, where applicable, that it purports to be recorded, but shall not be required to determine whether any Person executing any document is authorized to do so or whether any signature thereon is genuine. The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Indenture Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including but not limited to certain insurance policies and documents contemplated by this Agreement and the Servicing Agreement, and preparation and delivery of any applicable certifications shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.