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.

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.

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 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 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 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 sum of the rights Cut-off Date Balance and 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 LoansOriginal Pre-Funded Amount.

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 shall have a period Bond Insurer of ninety (90) days after such notice within which finding and the Seller's obligation to correct cure such defect or cure any such defectrepurchase or substitute for the related Mortgage Loan. On the 360th day following the Closing DatePursuant 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 or Trustee. In connection with the Custodian 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 Indenture Trustee shall deliver to Bondholders, 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-1MBIA Certificate will be binding upon those Bondholders. The Indenture Trustee or the Custodian on behalf shall not agree to any transfer of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered Subsequent Mortgage Loans 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, without (i) the Indenture Trustee or the Custodian on behalf receipt 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 MBIA Certificate and (ii) confirmation from the Seller shall provide 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 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 LoansBond Insurance Policy).

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.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 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 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 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 sum of the rights Cut-off Date Balance and the Noteholders may have with respect to such exceptions, Group 1 Original Pre- Funded Amount 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 LoansGroup 2 Original Pre-Funded Amount.

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 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.

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.

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 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.

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 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.

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.

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 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 Bond Insurer of such finding and the documents outstanding pursuant Seller's obligation to Section 2.1(b) of cure such defect or repurchase or substitute for the related Mortgage Loan Sale and Contribution Agreement along with a final certification annexed hereto as Exhibit C-2 updated from Loan. To the previous certification issued in the form of Exhibit C-1. The Indenture Trustee or the Custodian on behalf of extent 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, 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.

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 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 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 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 sum of the rights Cut-off Date Balance and 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 LoansOriginal Pre-Funded Amount.

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 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 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 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 sum of the rights Cut-off Date Balance and 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 LoansOriginal Pre-Funded Amount.

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.

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.that

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.

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.

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 (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee repurchase 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 substitute for 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 LoansLoan.

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 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.

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. 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 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 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 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 form Purchase Agreement, with respect to the Initial Mortgage Loans, and each Subsequent Transfer Agreement, with respect to the Subsequent Mortgage Loans 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 Noteholders or the Note Insurer 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 Person 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 Note Insurer and 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 LoansSeller.

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.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The 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 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 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 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 sum of the rights Cut-off Date Balance and the Noteholders may have with respect to such exceptions, Group 1 Original Pre- Funded Amount 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 LoansGroup 2 Original Pre-Funded Amount.

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.

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 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.

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 (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee repurchase 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 substitute for 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 LoansLoan.

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 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.

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 shall have 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 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 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 neither the Indenture Trustee nor the Custodian makes as agent for the Indenture Trustee shall not require the deposit of cash into the Payment Account or any representations as to, 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 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 exceed 1% of the Mortgage LoansCut-off Date Balance.

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 a period of ninety (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defectrepurchase or substitute for the related Mortgage Loan. On To the 360th day following the Closing Date, extent the Indenture Trustee or has not received a Mortgage File with respect to any of the Custodian on behalf of Mortgage Loans by the Closing Date the Indenture Trustee shall deliver not require the deposit of cash into the Payment Account or any other account to cover the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) amount 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.

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 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.

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 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 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 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 sum of the rights Cut-off Date Balance and 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 LoansOriginal Pre-Funded Amount.

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 (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee repurchase 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 substitute for 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 LoansLoan.

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 shall have a period Bond Insurer of ninety (90) days after such notice within which finding and the Seller's obligation to correct cure such defect or cure any such defectrepurchase or substitute for the related Mortgage Loan. On the 360th day following the Closing DatePursuant 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 or Trustee. In connection with the Custodian 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 Indenture Trustee shall deliver to Bondholders, 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-1MBIA Certificate will be binding upon those Bondholders. The Indenture Trustee or the Custodian on behalf shall not agree to any transfer of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered Subsequent Mortgage Loans 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, without (i) the Indenture Trustee or the Custodian on behalf receipt 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 MBIA Certificate and (ii) confirmation from the Seller shall provide 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 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 LoansBond Insurance Policy).

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 exceptionsapplicable Subsequent Transfer Date, and all rights are reserved with respect thereto. Neither neither the Indenture Trustee nor the Custodian makes as agent for the Indenture Trustee shall require the deposit of cash into the Payment Account or any representations as to, 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 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 exceed 1% of the Mortgage Loanssum of the Cut-off Date Balance and the Group 1 Original Pre-Funded Amount and Group 2 Original Pre-Funded Amount.

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 shall have a period Bond Insurer of ninety (90) days after such notice within which finding and the Seller's obligation to correct cure such defect or cure any such defectrepurchase or substitute for the related Mortgage Loan. On the 360th day following the Closing DatePursuant 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 or Trustee. In connection with the Custodian acceptance of the Subsequent Mortgage Loans by the Indenture Trustee, the Bond Insurer shall provide 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 Indenture Trustee shall deliver to Bondholders, 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-1MBIA Certificate will be binding upon those Bondholders. The Indenture Trustee or the Custodian on behalf shall not agree to any transfer of the Indenture Trustee shall also maintain records adequate to determine the date on which any document required to be delivered Subsequent Mortgage Loans 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, without (i) the Indenture Trustee or the Custodian on behalf receipt 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 MBIA Certificate and (ii) confirmation from the Seller shall provide 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 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 LoansBond Insurance Policy).

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.

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 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 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 Bond Insurer of such finding and the documents outstanding pursuant Seller's obligation 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 cure such defect 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 repurchase or the Custodian on behalf of the Indenture Trustee shall review substitute for 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 LoansLoan.

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 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.

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.

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 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 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 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 sum of the rights Cut-off Date Balance and 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 LoansOriginal Pre-Funded Amount.

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 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 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 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 Cut-off Date Balance and 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 LoansGroup 2 Original Pre-Funded Amount.

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 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 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 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 sum of the rights Cut-off Date Balance and the Noteholders may have with respect to such exceptions, Group 1 Original Pre-Funded Amount 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 LoansGroup 2 Original Pre-Funded Amount.

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 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.

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.

ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The 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 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 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 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 sum of the rights Cut-off Date Balance and 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 LoansOriginal Pre-Funded Amount.

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 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.

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 deliver not require the deposit of cash into the Payment Account or any other account to cover the Seller and the Servicer an exception report showing the documents outstanding pursuant to Section 2.1(b) amount 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.

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.

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 (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 finding and the Servicer an exception report showing the documents outstanding pursuant Seller's obligation 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 cure such defect 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 repurchase or the Custodian on behalf of the Indenture Trustee shall review substitute for 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 LoansLoan.

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 Servicerapplicable Group 1 Subsequent Mortgage Loan Purchase Agreements, 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 exceptionsthe related Group 1 Subsequent Mortgage Loans, have been executed and all rights are reserved 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 B to this Indenture, as supplemented (provided, however, that 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.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 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 (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee repurchase 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 substitute for 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 LoansLoan.

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.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 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 applicable Group 1 Subsequent Mortgage Loan Purchase Agreements and the ServicerGroup 2 Subsequent Mortgage Loan Purchase Agreements, 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 exceptionsthe related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, respectively, have been executed and all rights are reserved 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 B to this Indenture, as supplemented (provided, however, that 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.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 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 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 Bond Insurer of such finding and the documents outstanding pursuant Seller's obligation 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 cure such defect 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 repurchase or the Custodian on behalf of the Indenture Trustee shall review substitute for 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 LoansLoan.

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.

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 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 a period of ninety (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee repurchase 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 substitute for 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 LoansLoan.

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 (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee repurchase 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 substitute for 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 LoansLoan.

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 (90) days after Seller's obligation to cure such notice within which to correct defect or cure any such defect. On the 360th day following the Closing Date, the Indenture Trustee repurchase 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 substitute for 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 LoansLoan.