Common use of Acceptance of HELOCs by the Issuing Entity Clause in Contracts

Acceptance of HELOCs by the Issuing Entity. (a) The Issuing Entity acknowledges the sale, transfer and assignment of the Trust Estate to it by the Depositor and receipt of, subject to further review by the Custodian and the exceptions which may be noted by the Custodian on behalf of the Indenture Trustee, pursuant to the procedures described below, and the Issuing Entity will cause the Custodian to hold, the documents (or certified copies thereof) delivered to the Custodian, pursuant to Section 2.01, and any amendments, replacements or supplements thereto and all other assets of the Trust Estate delivered to it, in trust for the use and benefit of (i) all present and future Holders of the Notes issued pursuant to the Indenture and the Certificates issued pursuant to the Trust Agreement and (ii) the Note Insurer. On the Closing Date, with respect to the HELOCs, in accordance with the Custodial Agreement, the Custodian shall acknowledge with respect to each HELOC by delivery to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer and the Issuing Entity of an Initial Certification, receipt of the Mortgage File, but without review of such Mortgage File, except to the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute HELOC, within five Business Days after the receipt by the Custodian thereof), the Custodian, in accordance with the Custodial Agreement, shall review each Mortgage File delivered to it and shall execute and deliver to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer, and the Issuing Entity an Interim Certification. In conducting such review, the Custodian will ascertain whether all documents required to be reviewed by it have been executed and received, and based on the Mortgage Loan Schedule, whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the HELOCs it has received, as identified in the Mortgage Loan Schedule. In performing any such review, the Custodian 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 finds any document constituting part of the Mortgage File has not been executed or received, or is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the HELOCs identified in Exhibit A, or does not conform on its face to the review criteria specified in this Section (a “Material Defect”), the Custodian shall notify the Sponsor, the Depositor, the Master Servicer, the Issuing Entity, the Note Insurer and the Indenture Trustee of such Material Defect in writing. In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such Material Defect within ninety (90) days from the date of notice from the Custodian of the defect and if the Sponsor fails to correct or cure the Material Defect within such period, the Indenture Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute HELOC or purchase such HELOC at the Repurchase Price; provided, however, that if such Material Defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase or replace such HELOC if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) No later than 180 days after the Closing Date, the Custodian, in accordance with the Custodial Agreement, will review the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer and the Issuing Entity a Final Certification. In conducting such review, the Custodian will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Custodian finds a Material Defect, the Custodian shall promptly notify the Sponsor, the Depositor, the Master Servicer, the Issuing Entity, the Note Insurer and the Indenture Trustee in writing (provided, however, that with respect to those documents described in subsections (b)(iv), (v) and (vii) of Section 2.01, the Custodian’s obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such Material Defect within 90 days from the date of notice from the Custodian or the Indenture Trustee of the Material Defect and if the Sponsor is unable to cure such Material Defect within such period, and if such Material Defect materially and adversely affects the interests of the Noteholders, Certificateholders or the Note Insurer in the related HELOC, the Indenture Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute HELOC or purchase such HELOC at the Repurchase Price; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase or replace such HELOC, if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian on behalf of the Indenture Trustee shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a HELOC is purchased by the Sponsor in accordance with Subsections 2.02(a) or (b) above, the Sponsor shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Sponsor shall provide to the Master Servicer, Securities Administrator, the Note Insurer and the Indenture Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Depositor shall notify the Indenture Trustee, the Note Insurer and the Custodian, and the Indenture Trustee (upon receipt of a Request for Release in the form of Exhibit B attached hereto with respect to such HELOC and certification that the Repurchase Price has been deposited in the Master Servicer Collection Account) shall cause the Custodian to release to the Sponsor the related Mortgage File and the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Sponsor, as are necessary to vest in the Sponsor title to and rights under the HELOC. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is deposited in the Master Servicer Collection Account. The Master Servicer shall amend the Mortgage Loan Schedule, which was previously delivered to it by the Depositor in a form agreed to between the Depositor, the Indenture Trustee and the Custodian, to reflect such repurchase and shall promptly deliver to the Rating Agencies, the Indenture Trustee, the Note Insurer, the Custodian and the Issuing Entity a copy of such amendment. The obligation of the Sponsor to repurchase or substitute for any HELOC a Substitute HELOC as to which such a Material Defect in a constituent document exists shall be the sole remedy respecting such Material Defect available to the Issuing Entity, the Noteholders, the Certificateholders or to the Indenture Trustee or Owner Trustee, as applicable, on their behalf.

Acceptance of HELOCs by the Issuing Entity. (a) The Issuing Entity acknowledges the sale, transfer and assignment of the Trust Estate to it by the Depositor and receipt of, subject to further review by the Custodian and the exceptions which may be noted by the Custodian on behalf of the Indenture Trustee, pursuant to the procedures described below, and the Issuing Entity will cause the Custodian to hold, the documents (or certified copies thereof) delivered to the Custodian, pursuant to Section 2.01, and any amendments, replacements or supplements thereto and all other assets of the Trust Estate delivered to it, in trust for the use and benefit of (i) the Note Insurer, all present and future Holders of the Notes issued pursuant to the Indenture and the Certificates issued pursuant to the Trust Agreement and (ii) the Note InsurerAgreement. On the Closing Date, with respect to the HELOCs, in accordance with the Custodial Agreement, the Custodian shall acknowledge with respect to each HELOC by delivery to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer and the Issuing Entity of an Initial Certification, receipt of the Mortgage File, but without review of such Mortgage File, except to the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute HELOC, within five Business Days after the receipt by the Custodian thereof)Date, the Custodian, in accordance with the Custodial Agreement, shall review each Mortgage File delivered to it and shall execute and deliver to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer, Insurer and the Issuing Entity an Interim Certification. In conducting such review, the Custodian will ascertain whether all documents required to be reviewed by it have been executed and received, and based on the Mortgage Loan HELOC Schedule, whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the HELOCs it has received, as identified in the Mortgage Loan HELOC Schedule. In performing any such review, the Custodian 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 finds any document constituting part of the Mortgage File has not been executed or received, or is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the HELOCs identified in Exhibit A, or does not conform on its face to the review criteria specified in this Section (a “Material Defect”), the Custodian shall notify the Original Loan Seller, the Sponsor, the Depositor, the Master Servicer, the Issuing Entity, the Note Insurer and the Indenture Trustee of such Material Defect in writing. In accordance with the Mortgage Loan Purchase AgreementMaster PSA, the Sponsor Original Loan Seller shall correct or cure any such Material Defect within ninety (90) days from the date of notice from the Custodian of the defect and if the Sponsor Original Loan Seller fails to correct or cure the Material Defect within such period, the Indenture Trustee shall enforce the SponsorOriginal Loan Seller’s obligation under the Mortgage Loan Purchase Agreement Master PSA to provide a Substitute HELOC or purchase repurchase such HELOC at the Repurchase Price; provided, however, that if such Material Defect relates solely to the inability of the Sponsor Original Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor Original Loan Seller shall not be required to purchase or replace repurchase such HELOC if the Sponsor Original Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Sponsor Original Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor Original Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian shall be effected by the Sponsor Original Loan Seller within thirty days of its receipt of the original recorded document. (b) No later than 180 days after the Closing Date, the Custodian, in accordance with the Custodial Agreement, will review the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Original Loan Seller, the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer and the Issuing Entity a Final Certification. In conducting such review, the Custodian will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Custodian finds a Material Defect, the Custodian shall promptly notify the Original Loan Seller, the Sponsor, the Depositor, the Master Servicer, the Issuing Entity, the Note Insurer and the Indenture Trustee in writing (provided, however, that with respect to those documents described in subsections (b)(iv), (vd)(iv) and (viiv)-(viii) of Section 2.01, the Custodian’s obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase AgreementMaster PSA, the Sponsor Original Loan Seller shall correct or cure any such Material Defect within 90 days from the date of notice from the Custodian or the Indenture Trustee of the Material Defect and if the Sponsor Original Loan Seller is unable to cure such Material Defect within such period, and if such Material Defect materially and adversely affects the interests of the Noteholders, Certificateholders or the Note Insurer in the related HELOC, the Indenture Trustee shall enforce the SponsorOriginal Loan Seller’s obligation under the Mortgage Loan Purchase Agreement Master PSA to provide a Substitute HELOC or purchase repurchase such HELOC at the Repurchase Price; provided, however, that if such defect relates solely to the inability of the Sponsor Original Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor Original Loan Seller shall not be required to purchase or replace repurchase such HELOC, if the Sponsor Original Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Sponsor Original Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor Original Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian on behalf of the Indenture Trustee shall be effected by the Sponsor Original Loan Seller within thirty days of its receipt of the original recorded document. (c) In the event that a HELOC is purchased repurchased by the Sponsor Original Loan Seller in accordance with Subsections 2.02(a) or (b) above, the Sponsor Original Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Custodial Account and the Sponsor Original Loan Seller shall provide to the Master Servicer, Securities Administrator, the Note Insurer Servicer and the Indenture Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Custodial Account, the Depositor shall notify the Indenture Trustee, the Note Insurer and the Custodian, Custodian and the Indenture Trustee (upon receipt of a Request for Release in the form of Exhibit B attached hereto with respect to such HELOC and certification that the Repurchase Price has been deposited in the Master Servicer Collection Custodial Account) shall cause the Custodian to release to the Sponsor Original Loan Seller the related Mortgage File and the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the SponsorOriginal Loan Seller, as are necessary to vest in the Sponsor Original Loan Seller title to and rights under the HELOC. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is deposited in the Master Servicer Collection Custodial Account. The Master Servicer shall amend the Mortgage Loan HELOC Schedule, which was previously delivered to it by the Depositor in a form agreed to between the Depositor, the Indenture Trustee and the Custodian, to reflect such repurchase and shall promptly deliver to the Rating Agencies, the Indenture Trustee, the Note Insurer, the Custodian and the Issuing Entity a copy of such amendment. The obligation of the Sponsor Original Loan Seller to repurchase or substitute for any HELOC a Substitute HELOC as to which such a Material Defect in a constituent document exists shall be the sole remedy respecting such Material Defect available to the Issuing Entity, the Noteholders, the Certificateholders or to the Indenture Trustee or Owner Trustee, as applicable, on their behalf.

Acceptance of HELOCs by the Issuing Entity. (a) The Issuing Entity acknowledges the sale, transfer and assignment of the Trust Estate to it by the Depositor and receipt of, subject to further review by the Custodian and the exceptions which may be noted by the Custodian on behalf of the Indenture Trustee, pursuant to the procedures described belowin the Custodial Agreement, and the Issuing Entity will cause the Custodian to hold, the documents (or certified copies thereof) delivered to the Custodian, pursuant to Section 2.01, and any amendments, replacements or supplements thereto and all other assets of the Trust Estate delivered to it, in trust for the use and benefit of (i) all present and future Holders of the Notes issued pursuant to the Indenture and the Certificates issued pursuant to the Trust Agreement and (ii) the Note Insurer. On the Closing Date, with respect to the HELOCs, in accordance with the Custodial Agreement, the Custodian shall acknowledge with respect to each HELOC by delivery to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer and the Issuing Entity of an Initial Certification, receipt of the Mortgage Loan File, but without review of such Mortgage Loan File, except to the extent necessary to confirm that such Mortgage Loan File contains the related Mortgage Note Credit Line Agreement or lost note affidavit. No later than 90 Upon discovery by the Sponsor or the Depositor or receipt of written notice of any materially defective document in, or that a document is missing from, a Loan File or of a breach by the Sponsor of any representation, warranty or covenant under the HELOC Purchase Agreement in respect of any HELOC that materially and adversely affects the value of such HELOC or the interest therein of the Noteholders or the Note Insurer, the Indenture Trustee shall promptly notify the Sponsor and the Depositor of such defect, missing document or breach and request that the Sponsor deliver such missing document, cure such defect or breach within sixty (60) days from the date the Sponsor was notified of such missing document, defect or breach, and if the Sponsor does not deliver such missing document or cure such defect or breach in all material respects during the sixty (60) day period following its discovery or such notice, the Sponsor shall repurchase such HELOC from the Trust at the Repurchase Price within ninety (90) days after its discovery or the Closing Date (date on which the Sponsor was notified of such missing document, defect or with respect to any Substitute HELOC, within five Business Days after the receipt by the Custodian thereof), the Custodianbreach, in accordance with the HELOC Purchase Agreement. The Repurchase Price for the repurchased HELOC shall be remitted to the Servicer for deposit in the Collection Account, and the Indenture Trustee, through its receipt of written certification from the Servicer of such deposit, shall cause the Custodian (upon receipt of a request for release in the form attached to the Custodial Agreement, shall review each Mortgage ) to release to the Sponsor the related Loan File delivered to it and the Indenture Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Sponsor shall furnish to it and as shall be necessary to vest in the Sponsor any HELOC released pursuant hereto, and the Indenture Trustee shall not have any further responsibility with regard to such Loan File. In lieu of repurchasing any such HELOC as provided above, in accordance with the HELOC Purchase Agreement, the Sponsor may cause such HELOC to be removed from the Trust (in which case it shall become a Deleted HELOC) and substitute one or more Qualified Substitute HELOCs in the manner and subject to the Depositorlimitations set forth in this Section 2.02. If any HELOC to be repurchased has theretofore been liquidated, the SponsorSponsor shall be obligated to pay any related Realized Loss to the Securities Administrator for deposit into the Payment Account. It is understood and agreed that the obligation of the Sponsor to cure or to repurchase (or to substitute for) any HELOC as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the Master Servicersole remedy respecting such omission, defect or breach available to the Indenture Trustee, the Noteholders and the Note InsurerInsurer with respect to the Sponsor. (b) Any substitution of Qualified HELOCs for Deleted HELOCs made pursuant to Section 2.02 of this Agreement must be effected prior to the date which is two years after the Startup Day for REMIC I. As to any Deleted HELOC for which the Sponsor substitutes a Qualified Substitute HELOC or HELOCs, such substitution shall be effected by the Sponsor delivering to the Indenture Trustee or the Custodian on behalf of the Indenture Trustee, for such Qualified Substitute HELOC or HELOCs, the Credit Line Agreement, the Mortgage, the Assignment of Mortgage in blank, and the Issuing Entity an Interim Certification. In conducting such reviewother documents and agreements, the Custodian will ascertain whether with all documents necessary endorsements thereon, as are required to be reviewed by it have been executed and received, and based on the Mortgage Loan Schedule, whether the Mortgage Notes relate, determined on the basis Section 2 of the Mortgagor name, original principal balance and loan number, to the HELOCs it has receivedCustodial Agreement, as identified applicable, together with an Officers’ Certificate providing that each such Qualified Substitute HELOC satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in the Mortgage Loan Scheduleconnection with such substitution. In performing any such review, the The Custodian 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 finds any document constituting part behalf of the Mortgage File has not been executed Indenture Trustee shall acknowledge receipt of such Qualified Substitute HELOC or receivedHELOCs and, or is unrelatedwithin ten (10) Business Days thereafter, determined on the basis of the Mortgagor name, original principal balance review such documents and loan number, deliver to the HELOCs identified in Exhibit A, or does not conform on its face to the review criteria specified in this Section (a “Material Defect”), the Custodian shall notify the Sponsor, the Depositor, the Master Servicer, the Issuing Entity, the Note Insurer Indenture Trustee and the Indenture Trustee of Servicer, with respect to such Material Defect in writing. In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such Material Defect within ninety (90) days from the date of notice from the Custodian of the defect and if the Sponsor fails to correct or cure the Material Defect within such period, the Indenture Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Qualified Substitute HELOC or purchase such HELOC at the Repurchase Price; providedHELOCs, however, that if such Material Defect relates solely an initial certification pursuant to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase or replace such HELOC if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) No later than 180 days after the Closing Date, the Custodian, in accordance with the Custodial Agreement, will review the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, the Note Insurer and the Issuing Entity a Final Certificationwith any applicable exceptions noted thereon. In conducting such review, the Custodian will ascertain whether an original Within one year of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Custodian finds a Material Defect, the Custodian shall promptly notify the Sponsor, the Depositor, the Master Servicer, the Issuing Entity, the Note Insurer and the Indenture Trustee in writing (provided, however, that with respect to those documents described in subsections (b)(iv), (v) and (vii) of Section 2.01, the Custodian’s obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such Material Defect within 90 days from the date of notice from the Custodian or the Indenture Trustee of the Material Defect and if the Sponsor is unable to cure such Material Defect within such periodsubstitution, and if such Material Defect materially and adversely affects the interests of the Noteholders, Certificateholders or the Note Insurer in the related HELOC, the Indenture Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute HELOC or purchase such HELOC at the Repurchase Price; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase or replace such HELOC, if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian on behalf of the Indenture Trustee shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a HELOC is purchased by the Sponsor in accordance with Subsections 2.02(a) or (b) above, the Sponsor shall remit deliver to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Sponsor shall provide to the Master Servicer, Securities AdministratorDepositor, the Note Insurer and the Indenture Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection AccountInsurer, the Depositor shall notify the Indenture Trustee, the Note Insurer Master Servicer and the CustodianServicer a final certification pursuant to the Custodial Agreement with respect to such Qualified Substitute HELOC or HELOCs, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute HELOCs in the month of substitution are not part of REMIC I and will be retained by the Sponsor. For the month of substitution, distributions to Noteholders will reflect the Monthly Payment due on such Deleted HELOC on or before the Due Date in the month of substitution, and the Sponsor shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted HELOC. The Depositor shall give or cause to be given written notice to the Noteholders that such substitution has taken place, shall amend the Loan Schedule to reflect the removal of such Deleted HELOC from the terms of this Agreement and the substitution of the Qualified Substitute HELOC or HELOCs and shall deliver a copy of such amended Loan Schedule to the Indenture Trustee, the Master Servicer the Custodian and the Servicer. Upon such substitution, such Qualified Substitute HELOC or HELOCs shall constitute part of the Trust Estate and shall be subject in all respects to the terms of this Agreement and the HELOC Purchase Agreement, including all applicable representations and warranties thereof included herein or in the HELOC Purchase Agreement. For any month in which the Sponsor substitutes one or more Qualified Substitute HELOCs for one or more Deleted HELOCs, the Servicer will determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted HELOCs exceeds the aggregate of, as to each such Qualified Substitute HELOC, the Outstanding Principal Balance thereof as of the date of substitution, together with one month’s interest on such Outstanding Principal Balance at the applicable Net Mortgage Rate, plus all outstanding Servicing Advances (including Nonrecoverable Servicing Advances) related thereto. On the date of such substitution, the Sponsor will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Shortfall Amount, if any, and the Indenture Trustee (or the applicable Custodian on behalf of the Indenture Trustee, upon receipt of the related Qualified Substitute HELOC or HELOCs, upon receipt of a Request request for Release release in the form of Exhibit B attached hereto with respect to such HELOC the Custodial Agreement and certification that by the Repurchase Price has been deposited in the Master Servicer Collection Account) of such deposit, shall cause the Custodian to release to the Sponsor the related Mortgage Loan File or Files and the Indenture Trustee shall execute and deliver all such instruments of transfer or assignment, in each case without recourse, representation or warranty, furnished as the Sponsor shall deliver to it by the Sponsor, and as are shall be necessary to vest in therein any Deleted HELOC released pursuant hereto. In addition, the Sponsor title to shall obtain at its own expense and rights under the HELOC. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is deposited in the Master Servicer Collection Account. The Master Servicer shall amend the Mortgage Loan Schedule, which was previously delivered to it by the Depositor in a form agreed to between the Depositor, the Indenture Trustee and the Custodian, to reflect such repurchase and shall promptly deliver to the Rating Agencies, the Indenture Trustee, the Securities Administrator and the Note Insurer an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Note is outstanding. (c) Upon discovery by the Depositor, the Sponsor, the Servicer, the Master Servicer or the Indenture Trustee that any HELOC does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two (2) Business Days give written notice thereof to the other parties and the Note Insurer. In connection therewith, the Custodian and the Issuing Entity a copy of such amendment. The obligation of the Sponsor to shall repurchase or substitute one or more Qualified Substitute HELOCs for any the affected HELOC a Substitute HELOC as within ninety (90) days of the earlier of discovery or receipt of such notice with respect to which such a Material Defect in a constituent document exists affected HELOC. Such repurchase or substitution shall be made by (i) the sole remedy respecting Sponsor if the affected HELOC’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Sponsor under the HELOC Purchase Agreement or (ii) the Depositor, if the affected HELOC’s status as a non-qualified mortgage does not result from a breach of a representation or warranty. Any such Material Defect available repurchase or substitution shall be made in the same manner as set forth in Section 2.02 of this Agreement. The Indenture Trustee shall reconvey in each case without recourse, representation or warranty to the Issuing EntitySponsor the HELOC to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a HELOC repurchased for breach of a representation or warranty. (d) Within ninety (90) days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of any representation, warranty or covenant of the Servicer set forth in Section 2.04 of this Agreement which materially and adversely affects the interests of the Note Holders or the Note Insurer in any HELOC, the Noteholders, the Certificateholders or to the Indenture Trustee or Owner Trustee, as applicable, on their behalfServicer shall cure such breach in all material respects.

Acceptance of HELOCs by the Issuing Entity. (a) The Issuing Entity acknowledges the sale, transfer transfer, assignment and assignment receipt of the Trust Estate to it by the Depositor and receipt ofDepositor, subject to further review by the Custodian and the exceptions which may be noted by the Custodian on behalf of the Indenture Trustee, pursuant to the procedures described below, and the Issuing Entity will cause the Custodian to hold, hold the documents (or certified copies thereof) delivered to the Custodian, Custodian pursuant to Section 2.01, and any amendments, replacements or supplements thereto and all other assets of the Trust Estate delivered to it, in trust for the use and benefit of (i) all present and future Holders of the Notes issued pursuant to the Indenture and the Certificates issued pursuant to the Trust Agreement and (ii) the Note Insurer. On the Closing Date, with respect to the HELOCs, in accordance with the Custodial Agreement, the Custodian shall acknowledge receipt of the Mortgage File with respect to each HELOC by delivery to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, Trustee and the Note Insurer and the Issuing Entity of an Initial Certification, receipt of the Mortgage File, but without review of such Mortgage File, except to the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute HELOC, within five Business Days after the receipt by the Custodian thereof), the Custodian, in accordance with the Custodial Agreement, shall review each Mortgage File delivered to it and shall execute and deliver to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, Trustee and the Note Insurer, and the Issuing Entity Insurer an Interim Certification. In conducting such review, the Custodian will ascertain whether all documents required to be reviewed by it have been executed and received, and based on the Mortgage Loan Schedule, whether the Mortgage Notes relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the HELOCs it has received, as identified in the Mortgage Loan Schedule. In performing any such review, the Custodian 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 finds any document constituting part of the Mortgage File has not been executed or received, or is unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the HELOCs identified in Exhibit A, or does not conform on its face to the review criteria specified in this Section (a “Material Defect”), the Custodian shall notify the SponsorDepositor, the DepositorSponsor, the Master Servicer, the Issuing Entity, Indenture Trustee and the Note Insurer and the Indenture Trustee of such Material Defect in writing. In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such Material Defect within ninety (90) days from the date of notice from the Custodian of the defect and if the Sponsor fails to correct or cure the Material Defect within such period, the Indenture Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute HELOC or purchase such HELOC at the Repurchase Price; provided, however, that if such Material Defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase or replace such HELOC if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) . No later than 180 days after the Closing Date, the Custodian, in accordance with the Custodial Agreement, will review the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor, the Sponsor, the Master Servicer, the Indenture Trustee, Trustee and the Note Insurer and the Issuing Entity a Final Certification. In conducting such review, the Custodian will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Custodian finds a Material Defect, the Custodian shall promptly notify the Sponsor, the Depositor, the Master Servicer, the Issuing Entity, the Note Insurer and the Indenture Trustee in writing (provided, however, that with respect to those documents described in subsections (b)(iv), (v) and (vii) of Section 2.01, the Custodian’s obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such Material Defect within 90 days from the date of notice from the Custodian or the Indenture Trustee of the Material Defect and if the Sponsor is unable to cure such Material Defect within such period, and if such Material Defect materially and adversely affects the interests of the Noteholders, Certificateholders or the Note Insurer in the related HELOC, the Indenture Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute HELOC or purchase such HELOC at the Repurchase Price; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument Mortgage or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase or replace such HELOC, if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. If the Custodian finds any Mortgage Note missing or defective, the Custodian shall include such exceptions in the Final Certification pursuant to the Custodial Agreement. The Sponsor shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect if such defect materially interferes with the Master Servicer’s ability to foreclose on the related Mortgaged Property and, if the Sponsor does not correct or cure such defect within such period, the Sponsor shall either (A) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related HELOC a Substitute HELOC, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (B) purchase such HELOC from the Trust Estate within 90 days from the date the Sponsor was notified of such defect in writing at the Repurchase Price of such HELOC; provided that any such substitution pursuant to (A) above or repurchase pursuant to (B) above shall not be effected prior to the delivery to the Indenture Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (A) above shall not be effected prior to the additional delivery to the Indenture Trustee, or the Custodian on its behalf, of a Request for Release substantially in the form of Exhibit B. No substitution will be made in any calendar month after the Determination Date for such month. The Repurchase Price for any such HELOC shall be remitted by Sponsor to the Master Servicer for deposit in the Collection Account and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit B hereto, the Custodian shall release the related Mortgage File to the Sponsor and shall execute and deliver at the Sponsor’s request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Sponsor, or a designee, the Indenture Trustee’s interest in any HELOC released pursuant hereto. If pursuant to the foregoing provisions the Sponsor repurchases a HELOC that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. It is understood and agreed that the obligation of the Sponsor to substitute for or to purchase any HELOC that does not meet the requirements of this Section 2.02 above shall constitute the sole remedy respecting such defect available to the Indenture Trustee, the Issuer, the Depositor and any Noteholder against the Sponsor. The foregoing repurchase or substitution obligation obligations shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Custodian on behalf of the Indenture Trustee shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (cb) In the event that a HELOC is purchased by the Sponsor in accordance with Subsections 2.02(a) or (b) above, the Sponsor shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Sponsor shall provide to the Master Servicer, Securities Administrator, the Note Insurer and the Indenture Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Depositor shall notify the Indenture Trustee, the Note Insurer and the Custodian, and the Indenture Trustee (upon receipt of a Request for Release in the form of Exhibit B B, as applicable, attached hereto with respect to such HELOC and certification that the Repurchase Price has been deposited in the Master Servicer Collection Account) shall cause the Custodian to release to the Sponsor the related Mortgage File and the Indenture Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Sponsor, as are necessary to vest in the Sponsor title to and rights under the HELOC. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is deposited in the Master Servicer Collection Account. The Master Servicer shall amend the Mortgage Loan Schedule, which was previously delivered to it by the Depositor in a form agreed to between by the Depositor, the Indenture Trustee and the Custodian, to reflect such repurchase and shall promptly deliver to the Rating Agencies, the Indenture Trustee, the Note Insurer, the Custodian and the Issuing Entity a copy of such amendment. The obligation of the Sponsor to repurchase or substitute for any HELOC a Substitute HELOC as to which such a Material Defect in a constituent document exists shall be the sole remedy respecting such Material Defect available to the Issuing Entity, the Noteholders, the Certificateholders or to the Indenture Trustee or Owner Trustee, as applicable, on their behalf.