WHOLE LOAN CUSTODIAL AGREEMENT ASPEN FUNDING CORP

Exhibit 10.5

WHOLE LOAN CUSTODIAL AGREEMENT

ASPEN FUNDING CORP.

Purchaser,

60 Wall Street

New York, New York 10005

GEMINI SECURITIZATION CORP., LLC.

Purchaser,

60 Wall Street

New York, New York 10005

NEWPORT FUNDING CORP.

Purchaser,

60 Wall Street

New York, New York 10005

SEDONA CAPITAL FUNDING CORP., LLC

Purchaser

60 Wall Street

New York, New York 10005

and

AMERICAN HOME MORTGAGE CORP.

Seller,

538 Broadhollow Road

Melville, New York 11747

AMERICAN HOME MORTGAGE INVESTMENT CORP.

Seller,

538 Broadhollow Road

Melville, New York 11747

AMERICAN HOME MORTGAGE SERVICING, INC.,

Servicer,

4600 Regent Blvd., Suite 200

Irving, Texas 75063

and

DEUTSCHE BANK NATIONAL TRUST COMPANY

Custodian

1761 East St. Andrew Place

Santa Ana, California 92705

Attn: Mortgage Custody - AH069C

Dated as of September 22, 2006

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TABLE OF CONTENTS

Page

Section 1. Definitions......................................................1

Section 2. [Reserved].......................................................6

Section 3. Custodian as Custodian for, and Bailee of, Purchasers, Assignee

and Warehouse Lender.............................................6

Section 4. Certification by Custodian; Delivery of Documents; Disbursement

Account; Settlement Account......................................7

Section 5. [Reserved]......................................................12

Section 6. Default.........................................................12

Section 7. Access to Documents.............................................12

Section 8. Custodian's Fees and Expenses; Successor Custodian; Standard of

Care............................................................12

Section 9. Assignment by Purchasers........................................16

Section 10. Insurance.......................................................16

Section 11. Representations, Warranties and Covenants.......................17

Section 12. No Adverse Interests............................................18

Section 13. Amendments......................................................18

Section 14. Execution in Counterparts.......................................18

Section 15. Agreement for Exclusive Benefit of Parties; Assignment..........18

Section 16. Effect of Invalidity of Provisions..............................19

Section 17. Governing Law...................................................19

Section 18. Consent to Service..............................................19

Section 19. Notices.........................................................19

Section 20. Construction....................................................19

Section 21. Submission to Jurisdiction......................................19

Section 22. WAIVER OF JURY TRIAL............................................19

Section 23. Joint and Several Liability.....................................20

Section 24. Authorized Representatives......................................20

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EXHIBITS

Exhibit A-1 Trust Receipt

Exhibit A-2 Wet Mortgage Loan Trust Receipt

Exhibit B-1 Conduit Submission Package

Exhibit B-2 Master Bailee Letter

Exhibit C [Reserved]

Exhibit D-1 [Reserved]

Exhibit D-2 [Reserved]

Exhibit E- Warehouse Lender's Release

Exhibit F-l Seller's Release

Exhibit F-2 Seller's Wire Instructions

Exhibit G-l [Reserved]

Exhibit G-2 Purchaser's Wire Instructions to Custodian

Exhibit H Notice by Assignee to Custodian of Purchaser's

Default

Exhibit I Notice of Assignment

Exhibit J Form of Delivery Instructions

Exhibit K-1 [Reserved]

Exhibit K-2 [Reserved]

Exhibit L [Reserved]

Exhibit M Request for Release

Schedule A Loan Identification Data

Schedule B Authorized Representatives of Purchaser

Schedule C Authorized Representatives of Servicer

Schedule D Authorized Representatives of Seller

Schedule E Authorized Representatives of Custodian

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CUSTODIAL AGREEMENT

THIS CUSTODIAL AGREEMENT ("Agreement"), dated as of the date set

forth on the cover page hereof (the "Effective Date"), is entered into by and

among ASPEN FUNDING CORP., GEMINI SECURITIZATION CORP., LLC, NEWPORT FUNDING

CORP. and SEDONA CAPITAL FUNDING CORP., LLC (each individually, a "Purchaser"

and together, the "Purchasers"), DEUTSCHE BANK NATIONAL TRUST COMPANY, as

custodian ("Custodian") and AMERICAN HOME MORTGAGE CORP., AMERICAN HOME MORTGAGE

INVESTMENT CORP., (each individually, a "Seller" and together, the "Sellers")

and AMERICAN HOME MORTGAGE SERVICING, INC., (the "Servicer").

PRELIMINARY STATEMENT

Purchasers have agreed to purchase from Sellers, from time to time,

at their sole election, certain mortgage loans pursuant to the terms and

conditions of the Whole Loan Purchase and Sale Agreement ("Purchase Agreement")

among Purchasers, Servicer, and Sellers. Servicer is obligated to interim

service the Mortgage Loans pursuant to the terms and conditions of the Purchase

Agreement. Purchasers desire to have Custodian take possession of the Mortgage

Notes evidencing the Mortgage Loans, along with certain other documents

specified herein, as the custodian for and bailee of the related Purchaser or

Assignee in accordance with the terms and conditions hereof.

The parties hereto agree as follows:

Section 1. Definitions.

Capitalized terms used, but not defined, herein shall have the

meanings set forth in the Purchase Agreement. As used in this Agreement, the

following terms shall have the following meanings:

"Applicable Guide": With respect to each Takeout Investor the

applicable guide published by such Takeout Investor setting forth the

requirements Mortgage Loans must satisfy in order to be eligible for

purchase by such Takeout Investor as amended or supplemented from time to

time.

"Assignee": The party identified in writing to Sellers and Custodian

by Purchasers from time to time who acts as agent for certain

beneficiaries pursuant to certain custody agreements with Purchasers.

"Assignment of Mortgage": An assignment of the Mortgage, notice of

transfer or equivalent instrument sufficient under the laws of the

jurisdiction wherein the related Mortgaged Property is located to reflect

of record the sale of a Mortgage Loan.

"Bailee Letter": The master bailee letter, in the form of Exhibit

B-2, for use by Custodian in connection with the delivery of a Submission

Package, for the purpose of delivering the related Submission Package,

excluding (i) a copy of the Confirmation, (ii) the Warehouse Lender's

Release or the related Seller's Release, as applicable, and (iii) the

original Assignment of Mortgage, in blank, to a Takeout Investor.

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"Business Day": Any day other than (a) a Saturday, Sunday or other

day on which banks located in The City of New York, New York or California

are authorized or obligated by law or executive order to be closed or (b)

any day on which the Servicer, Sellers, Purchasers or Custodian is

authorized or obligated by law or executive order to be closed.

"Commitment": A commitment executed by Takeout Investor and the

related Seller evidencing Takeout Investor's agreement to purchase one or

more Mortgage Loans from such Seller and such Seller's agreement to sell

one or more Mortgage Loans to an investor in a forward trade by the

applicable Expiration Date.

"Confirmation": A written confirmation as required by the Purchase

Agreement of Purchaser's intent to purchase a pool of Mortgage Loans.

"Custodian": The party identified on the cover page hereto and its

permitted successors hereunder.

"Delivery Instructions": With respect to a Mortgage Loan,

instructions prepared by Sellers and transmitted electronically in an

appropriate data layout no later than 11:00 a.m. New York City time, in

the form of Exhibit J indicating the address for the delivery by Custodian

of the applicable portion of the related Submission Package.

"Disbursement Account": shall have the meaning set forth in Section

4(a)(2) hereof.

"Discount": With respect to a Mortgage Loan sold by the related

Seller to the Purchaser, the amount set forth on the related Confirmation

as the Discount.

"Electronic Agent": Shall have the meaning assigned to such term in

Section 2 of the Electronic Tracking Agreement.

"Electronic Tracking Agreement" The Electronic Tracking Agreement,

dated as of the date hereof, among the Purchasers, the Sellers, the

Servicer, the Electronic Agent and MERS, as the same shall be amended,

supplemented or otherwise modified from time to time.

"Expiration Date": With respect to any Commitment, the expiration

date thereof.

"GNMA": The Government National Mortgage Association and any

successor thereto.

"HUD": United States Department of Housing and Urban Development and

any successor thereto.

"Loan Identification Data": The applicable information regarding a

Mortgage Loan, set forth on Schedule A, such schedule may be modified from

time to time upon the consent of the Purchasers, Seller, and Custodian

regarding all Mortgage Loans being offered for sale by such Seller to such

Purchaser on the Purchase Date.

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"Losses": Any and all losses, claims, damages, liabilities or

expenses (including lost interest and reasonable attorney's fees) incurred

by any Person specified; provided, however that "Losses" shall not include

losses, claims, damages, liabilities or expenses which would have been

avoided had such Person taken reasonable actions to mitigate such losses,

claims, damages, liabilities or expenses.

"MERS": Mortgage Electronic Registration Systems, Inc., a

corporation organized and existing under the laws of the State of

Delaware, or any successor thereto.

"MERS Mortgage Loan": Any Mortgage Loan as to which the related

Mortgage or assignment of Mortgage has been recorded in the name of MERS,

as agent for the holder from time to time of the Mortgage Note and which

is identified as a MERS Mortgage Loan on the related Loan Identification

Data."

"MERS Report": The schedule listing MERS Mortgage Loans and other

information prepared by the Electronic Agent with respect to such Mortgage

Loan.

"MERS System": The system of recording transfers of Mortgages

electronically maintained by MERS.

"MIN": The mortgage identification number of Mortgage Loans

registered with MERS on the MERS System.

"Mortgage": A mortgage, deed of trust or other security instrument

creating a lien on an estate in fee simple in real property securing a

Mortgage Note.

"Mortgage Loan": A mortgage loan that is subject to this Agreement.

"Mortgage Note": The note or other evidence of the indebtedness of a

Mortgagor secured by a Mortgage.

"Mortgaged Property": The property subject to the lien of the

Mortgage securing a Mortgage Note.

"Mortgagor": The obligor on a Mortgage Note.

"Notice of Bailment": A notice, in the form of Schedule A to Exhibit

B-2, as applicable, delivered by Custodian to Takeout Investor in

connection with each delivery to Takeout Investor of the applicable

portion of each Submission Package.

"Person": Any individual, corporation, partnership, joint venture,

association, joint stock company, trust (including any beneficiary

thereof), unincorporated organization or government or any agency or

political subdivision thereof.

"Pricing Side Letter": The pricing side letter, dated as of the date

hereof, among Sellers, Servicer and Purchasers, as the same may be

amended, supplemented or modified from time to time.

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"Primary Mortgage Insurer": Any one of GE Capital Mortgage Insurance

Co., Republic Mortgage Insurance Co., Mortgage Guaranty Insurance Corp.,

United Guaranty Corporation or PMI Mortgage Insurance Company or any other

entity approved as a primary mortgage insurer by Fannie Mae.

"Purchase Agreement": The Whole Loan Purchase and Sale Agreement,

dated as of the date set forth on the cover page thereof, among Sellers,

Servicer and Purchasers, as each is amended from time to time providing

the terms of Transactions.

"Purchase Date": With respect to any Mortgage Loan Pool purchased by

a Purchaser pursuant to the Purchase Agreement, the date of payment

thereof by such Purchaser to the related Seller and/or any warehouse

lenders, as applicable, of the Purchase Price.

"Purchasers": Aspen Funding Corp., Gemini Securitization Corp., LLC,

Newport Funding Corp. and Sedona Capital Funding Corp., LLC, each a

Purchaser and together "Purchasers". With respect to any Mortgage Loan,

the related Purchaser whose name is set forth on the cover page hereof to

whom the Seller sold such Mortgage Loan pursuant to the terms of the

Purchase Agreement, and its permitted successors hereunder.

"Purchase Price": With respect to each Mortgage Loan Pool purchased

by a Purchaser hereunder, the amount specified in the related

Confirmation.

"Purchaser's Wire Instructions to Custodian": The wire instructions

delivered by the related Purchaser to Custodian, in the form of Exhibit

G-2, executed by such Purchaser, receipt of which has been acknowledged by

Custodian specifying the wire address where all funds received in

accordance with such Purchaser's Wire Instructions from the related Seller

shall be transferred by Custodian.

"Release Payment": The funds referred to in a Warehouse Lender's

Release or the related Seller's Release, as applicable.

"Sellers": American Home Mortgage Corp. and American Home Mortgage

Investment Corp., each a Seller and together "Sellers". With respect to

any Mortgage Loan, the related Seller whose name is set forth on the cover

page hereof from whom the Purchaser purchased such Mortgage Loan pursuant

to the terms of the Purchase Agreement, and its permitted successors

hereunder.

"Seller's Release": A letter, in the form of Exhibit F-1, delivered

by the related Seller when no Warehouse Lender has an interest in a

Mortgage Loan, conditionally releasing all of such Seller's right, title

and interest in a Mortgage Loan upon receipt of payment by such Seller.

"Seller's Wire Instructions": The wire instructions, set forth in a

letter in the form of Exhibit F-2, to be used for the payment of funds to

the related Seller when no Warehouse Lender has an interest in the

Mortgage Loans to which such payment relates.

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"Submission Package": The documents listed on Exhibit B-1, which

shall be delivered by the related Seller to Custodian in connection with

each Transaction.

"Successor Servicer": An entity designated by Purchasers, in

conformity with the Purchase Agreement, to replace Servicer as servicer

for Purchaser.

"Takeout Investor": A takeout investor approved by the Purchasers.

"Trade Assignment": The assignment by the related Seller to the

related Purchaser (as communicated by the related Purchaser to the

Sellers) of such Seller's rights under a specific Commitment, in the form

of Exhibit A-1 of the Purchase Agreement , or of such Seller's rights

under all Commitments, in the form of Exhibit A-2 of the Purchase

Agreement.

"Trade Price": The trade price set forth on a Commitment.

"Trade Principal": With respect to any Mortgage Loan, the

outstanding principal balance of the Mortgage Loan multiplied by a

percentage equal to the Trade Price.

"Transaction": A transaction initiated by the related Seller's

delivery of Loan Identification Data which identifies the Takeout

Investor.

"Trust Receipt": A receipt of Custodian, substantially in the form

of Exhibit A-1, or with respect to Wet Mortgage Loans in the form of

Exhibit A-2, indicating that with respect to the Mortgage Loans listed on

the attached schedule, the Custodian has performed the procedures set

forth in Sections 4(a) and 4(b) hereof, that it has received the entire

Submission Package, as applicable, and that it is holding such documents

as bailee and custodian of the related Purchaser.

"Warehouse Lender": Any lender providing financing to the related

Seller for the purpose of originating Mortgage Loans, which lender has a

security interest in such Mortgage Loans as collateral for the obligations

of such Seller to such lender.

"Warehouse Lender's Release": A letter, in the form of Exhibit E,

from a Warehouse Lender to the related Purchaser (as communicated by the

related Purchaser to the Sellers) conditionally releasing all of Warehouse

Lender's right, title and interest in certain Mortgage Loans identified

therein upon payment to Warehouse Lender and containing the Warehouse

Lender's Wire Instructions.

"Warehouse Lender's Wire Instructions": The wire instructions, set

forth in Exhibit E, from a Warehouse Lender to the related Purchaser,

setting forth wire instructions for all amounts due and payable to such

Warehouse Lender.

"Wet Mortgage Loan": Mortgage Loans for which the Custodian has not

(i) yet received a completed set of documents required to be delivered to

the Custodian pursuant to this Agreement, (ii) reviewed the related

Submission Package pursuant to Section 4(2)(b)(i), or (iii) issued a Trust

Receipt in the form of Exhibit A-1.

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Section 2. [Reserved].

Section 3. Custodian as Custodian for, and Bailee of, Purchasers,

Assignee and Warehouse Lender.

(a) (i) With respect to each Mortgage Note, each Assignment of

Mortgage and all other documents constituting each Submission Package that are

delivered to Custodian or that at any time come into Custodian's possession,

Custodian, subject to the provisions of paragraphs (b) and (c) of this Section

3, shall act solely and exclusively in the capacity of custodian for, and bailee

of, the related Purchaser after the payment by the related Purchaser to the

related Seller of the Purchase Price therefor. Custodian shall, subject to the

provisions of paragraphs (b) and (c) of this Section 3 and except as otherwise

required by Section 4: (i) hold all documents constituting a Submission Package

received by it for the exclusive use and benefit of the related Purchaser; (ii)

make disposition thereof only in accordance with this Agreement and the

directions of the related Purchaser; and (iii) have no discretion or authority

to act in a manner which is in any respect contrary to its role as custodian

with respect to its obligations under this Agreement. Custodian shall segregate

and maintain continuous custody of all documents constituting a Submission

Package received by it in secure and fire resistant facilities in accordance

with customary standards for such custody and shall mark its books and records

to indicate that the related Purchaser is the owner of the Mortgage Loans and

that the Submission Package is being held for such Purchaser.

(b) With respect to each Mortgage Loan purchased by the related

Purchaser from the related Seller, the related Purchaser shall have the right to

assign to Assignee such Mortgage Loan as described in Section 9. The related

Purchaser shall, except if the Assignee is an Affiliate of such Purchaser or a

commercial paper conduit of such Purchaser, provide Custodian with at least five

(5) Business Days notice of its intention to assign any Mortgage Loans to an

Assignee. Following an assignment to an Assignee, upon receipt of written notice

by Custodian of such assignment or upon notice in the form of Exhibit H hereto

by Assignee to Custodian of the related Purchaser's default, Assignee may (i)

require Custodian to act with respect to the related Submission Packages solely

in the capacity of custodian for, and bailee of, Assignee, but nevertheless

subject to and only in accordance with the terms of this Agreement, (ii) require

Custodian to hold such Submission Packages for the exclusive use and benefit of

Assignee, and (iii) assume the rights of such Purchaser under this Agreement to

furnish instructions to Custodian as to the disposition of such Submission

Packages and such rights shall be exercisable solely by Assignee. Custodian

shall give Assignee written acknowledgment of the receipt of such notice by

signing such notice and returning a copy thereof to Assignee; provided that the

Custodian shall not be required to provide such acknowledgement until the date

which is three (3) Business Days following the date that the Custodian has

received all information necessary to allow the Custodian to complete its

internal "Know Your Customer" procedures with respect to such Assignee, except

if the Assignee is an Affiliate of Purchaser or a commercial paper conduit of

Purchaser. In the event that, prior to receipt of such notice from Assignee,

Custodian delivered any Submission Package specified in such notice to the

related Purchaser, Takeout Investor or such Purchaser's designee, Custodian

shall so notify Assignee, and Custodian shall not be deemed to hold such

Submission Package for Assignee unless and until such Submission Package is

redelivered to Custodian. The failure of Custodian to give the written

acknowledgment referred to above shall not affect the validity of such

assignment,

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pledge or grant of a security interest from the related Purchaser to its

Assignee. The effects of Assignee's notice to Custodian set forth above shall

continue until Custodian is otherwise notified in writing by Assignee.

(c) Sellers and Purchasers acknowledge that the Warehouse Lender, if

any, identified from time to time in each Warehouse Lender's Release to be

received by Custodian pursuant to Section 4(b)(i), is a warehouse lender for the

related Seller. The related Seller and Purchasers acknowledge that, in

accordance with the terms of each Warehouse Lender's Release to be received by

the Custodian pursuant to Section 4(b)(i), pursuant to which each such Warehouse

Lender conditionally releases its security interest in the Mortgage Loan

referred to in the related Warehouse Lender's Release, such release shall not be

effective until the Release Payment is remitted to the Warehouse Lender in

accordance with the Warehouse Lender's Wire Instructions. Until remittance of a

Release Payment to Warehouse Lender, the interest of the related Warehouse

Lender in a Mortgage Loan shall continue and remain in full force and effect.

The related Seller agrees that to the extent the Release Payment is greater than

the Purchase Price, the related Seller shall transfer on the Purchase Date the

difference between the Release Payment and the Purchase Price to the Settlement

Account.

(d) If any additional documents relating to the Submission Package

come into the Custodian's possession, the provisions of paragraphs (a), (b) and

(c) of this Section 3 shall apply to such additional documents in the same

manner as such provisions apply to the related Submission Package.

Section 4. Certification by Custodian; Delivery of Documents;

Disbursement Account; Settlement Account.

(a) (i) With respect to each Mortgage Loan (excluding Wet Mortgage

Loans), being offered by the related Seller for sale to the related Purchaser

pursuant to a Transaction, Sellers shall insure that Custodian and Purchaser

have each received the Loan Identification Data and the related Seller's Wire

Instructions no later than 3:00 p.m. New York City time one (1) Business Day

preceding the related Purchase Date (the "Dry Notice Time"). Further for each

Mortgage Loan (excluding Wet Mortgage Loans), Sellers shall insure that

Custodian shall be in possession of a Submission Package for each Mortgage Loan

identified in the Loan Identification Data no later than the Dry Notice Time and

that no more than five hundred (500) loan files are to be delivered to Custodian

with respect to any one Purchase Date. With respect to each Wet Mortgage Loan

being offered by related Seller for sale to the related Purchaser pursuant a

Transaction, Sellers shall (i) provide Purchaser with an estimate of the

Purchase Price of such Wet Mortgage Loans no later than prior to 3:00 pm New

York City time one (1) Business Day prior to the requested Purchase date and

(ii) ensure that Custodian and Purchaser have each received the Loan

Identification Data and the related Seller's Wire Instructions no later than

3:00 p.m. New York City time on the related Purchase Date.

Upon receipt by Custodian of such Mortgage Loan Identification Data,

the related Seller's Wire Instructions and the related Confirmation, Custodian

shall ascertain whether it is in possession of a Submission Package for each

Mortgage Loan (except for Wet Mortgage Loans) identified in the Loan

Identification Data and shall certify in accordance with Section 4(b)(i) herein,

each Submission Package and, no later than 12 Noon New York City time on the

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Business Day of the related Purchase Date with respect to Mortgage Loans (except

for Wet Mortgage Loans) and 4:00 pm New York City time on the Business Day of

the related Purchase Date with respect to Wet Mortgage Loans, issue to the

related Purchaser by facsimile a Trust Receipt substantially similar to Exhibit

A-1 or Exhibit A-2, as applicable. Separate Trust Receipts shall be delivered

with respect to Wet Mortgage Loans substantially similar to Exhibit A-2. With

the exception of Wet Mortgage Loans as indicated in the Loan Identification

Data, if Custodian is not in possession of a Submission Package relating to a

Mortgage Loan identified in the Loan Identification Data, Custodian shall notify

Sellers and shall not include such Mortgage Loan in any Trust Receipt. Each

Trust Receipt or Wet Mortgage Loan Trust Receipt issued shall supersede any

Trust Receipt or Wet Mortgage Loan Trust Receipt bearing an earlier date.

(2) .With respect to Wet Mortgage Loans, Custodian shall establish

and maintain an account (the "Disbursement Account"), entitled "Disbursement

Account, Deutsche Bank National Trust Company, as Custodian for Aspen Funding

Corp., Gemini Securitization Corp., LLC, Newport Funding Corp. and Sedona

Capital Funding Corp., LLC, Account No. 54790," into which Purchasers shall

deposit the Purchase Price for Wet Mortgage Loans with Custodian. With respect

to any Wet Mortgage Loan, Purchasers shall remit the Purchase Price to either

(i) the Custodian for deposit into the Disbursement Account no later than Noon

New York City time on the related Purchase Date. Any funds in the Disbursement

Account shall remain uninvested.

Provided that Custodian has received (i) the related wire transfer

as provided in the prior paragraph and (ii) written notification from the

Purchaser to release such funds, on any related Purchase Date, the Custodian

shall be permitted to disburse funds from the Disbursement Account pursuant to

related closing agent's wire instructions as set forth in the Loan

Identification Data provided by the related Seller. In no event shall Custodian

be obligated to disburse funds if Custodian has not received sufficient funds

pursuant to Section 4(a)(2) above. Custodian shall have no obligation to review

or verify Seller's Wire Instructions.

In connection with the funding of any Wet Mortgage Loans or the

release of any other Mortgage Loan from the warehouse facility of the related

Seller simultaneously with the purchase of such Mortgage Loan by the related

Purchaser, the Sellers shall deposit into the Disbursement Account (or provide

to Custodian for deposit into the Disbursement Account on such Business Day) an

amount (the "Seller Funded Wire Amount") equal to the difference between the

amount disbursed to the related closing agent as set forth in the Loan

Identification Data and the amount to be fun