Common use of Acceptance by the Trustee Clause in Contracts

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations as set forth herein. Subject to Section 4.03(b), the Trustee on behalf of the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes acknowledges the receipt of, subject to perform the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the documents referred to in Section 2.01 above and all other assets included in the definition of "Trust Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "Trust Fund" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto. The Trustee agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File within 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 60 days of receipt and with respect to any Qualified Substitute Mortgage, within 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its obligations possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth hereinin the Mortgage Loan Schedule that corresponds to items (1), (2), (3), (5) (13) and (26) (but only as to whether the Mortgage Loan as a Prepayment Charge) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File, (iv) all Assignments of Mortgage or intervening assignments of mortgage, as applicable, have been submitted for recording and (v) each Mortgage Note has been endorsed as provided in Section 2.01(i) of this Agreement and each Mortgage has been assigned in accordance with Section 2.01(iii) of this Agreement. Subject to Section 4.03(b)It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Prior to the first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Trustee, upon its notification by the Custodian, if applicable, shall so notify the Seller, the Depositor and the Servicer. In addition, upon the discovery by the Seller, Depositor, the Trustee or the Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans and the Related Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee, on behalf of the Trust, with the consent of Discover Bank on behalf a first priority perfected security interest in all of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all Depositor's right, title and interest previously held by Discover Bank in and to the Receivables existing as of Mortgage Loans and the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereofRelated Documents, and declares that it this Agreement shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofconstitute a security agreement under applicable law. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, each of the Trustee on behalf and the Custodian acknowledges and declares that it holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to each Mortgage Loan and all assets included in the Trust Estate in trust for the exclusive use and benefit of the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Initial Mortgage Loans, and will acquire Subsequent Mortgage Loans, on behalf of the Trust from Saxon in good faith, for value and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, but not limited to, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken, and will not undertake, searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement and (iii) it has not encumbered or transferred its right, title or interest in the Mortgage Loans. In order to facilitate sales and interest previously held by Discover Bank in and deliveries of Mortgage Loans pursuant to the Receivables existing Trust Agreement, the Trustee may execute and deliver one or more remittance agency agreements in substantially the form of Exhibit J hereto, or such other similar form as may be attached to the Trust Agreement (each, a "Remittance Agency Agreement"), and in such event the Trustee: (i) shall perform the duties of Remittance Agent (as that term is defined in the related Remittance Agency Agreement); and (ii) may accept as conclusive evidence of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereofrelease of the related security interests one or more security release certifications in substantially the form attached as Exhibit K hereto, and declares that it shall maintain or such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior other similar form as may be attached to the Initial Closing DateTrust Agreement (each, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofa "Security Release Certification"). (b) The obligation of Custodian shall deliver to Saxon, the Trustee to accept and the Receivables shall be subject to Master Servicer, on the condition that each Seller record and file, at its own expense, one or more financing statements, Closing Date with respect to the Receivables then existing Initial Mortgage Loans and thereafter createdon each Subsequent Sale Date with respect to the related Subsequent Mortgage Loans, an Initial Certification certifying that, except as specifically noted on a schedule of exceptions thereto and subject to its review as herein provided, it is in possession of a Trustee Mortgage Loan File for each such Mortgage Loan that includes each of the documents required to be included therein. Before delivering the Initial Certification, the Custodian shall have examined each Trustee Mortgage Loan File to confirm that (except as specifically noted on a schedule of exceptions thereto): (i) except for the sale of “accounts” endorsement required pursuant to clause (as defined in Section 9-102(a)(2a) of the UCC definition of Trustee Mortgage Loan File, the Mortgage Note, on the face or the reverse side thereof, does not contain evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (ii) the Mortgage Note bears an endorsement (which appears to be an original) as required pursuant to clause (a) of the definition of Trustee Mortgage Loan File; (iii) all documents required to be contained in the Trustee Mortgage Loan File are in its possession or in the possession of a Custodian on its behalf; (iv) such documents have been reviewed by it, or by a Custodian on its behalf, relate to such Mortgage Loan and are not torn or mutilated; and (v) based on its examination, or the examination by a Custodian on its behalf, and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule accurately reflects the information set forth in the Trustee Mortgage Loan File. It is understood that, before delivering the Initial Certification, the Custodian shall examine the Mortgage Loan Documents to confirm that: (A) each Mortgage Note and Security Instrument bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted under the definition of Trustee Mortgage Loan File, that such copies bear a reproduction of such signature or signatures; (B) except for the endorsement required pursuant to clause (a) of the definition of Trustee Mortgage Loan File, neither the Security Instrument nor any assignment, on the face or the reverse side thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (C) the principal amount of the indebtedness secured by the Security Instrument is identical to the original principal amount of the Mortgage Note; (D) the assignment of the Security Instrument from the Seller, or from the originator of the related Mortgage Loan to the Custodian as the case may be, is in the form required pursuant to clause (c) of the definition of Trustee Mortgage Loan File and bears a signature or signatures that appear to be original and that purport to be that of the Seller and any other necessary party or, if photocopies are permitted under the definition of Trustee Mortgage Loan File, that such copies bear a reproduction of such signature or signatures; (E) if intervening assignments are to be included in the Trustee Mortgage Loan File, each such intervening assignment bears a signature or signatures that appear to be original and that purport to be that of the Mortgagee and/or the assignee (and any other necessary party) or, if photocopies are permitted under the definition of Trustee Mortgage Loan File, that such copies bear a reproduction of such signature or signatures; (F) if either a Title Insurance Policy, a Certificate of Title Insurance or a comparable written commitment to issue a Title Insurance Policy is delivered, the address of the real property set forth in such policy, report or successor provision thereto, however numbered, as in effect written commitment is substantially identical to the address of the real property contained in the Applicable State Security Instrument; and (G) if a Title Insurance Policy or Certificate of Title Insurance is delivered with respect to a Mortgage Loan, such Sellerpolicy or certificate: (i) is for an amount not less than the original principal amount of the related Mortgage Note and meeting (ii) insures (x) in the requirements case of law a Senior Mortgage Loan, that the Security Instrument constitutes a valid first lien, senior in priority to all other related deeds of such Applicable Statetrust, mortgages, deeds to secure debt, financing statements and security agreements and to any related mechanic's liens, judgment liens or writs of attachment and (y) in such manner as is necessary the case of a Junior Mortgage Loan, that the Security Instrument constitutes a valid second or more junior lien, senior in priority to perfect the sale any related mechanic's liens, judgment liens or writs of attachment but subordinate in priority to certain related deeds of trust, mortgages, deeds to secure debt, financing statements and assignment of such Receivables security agreements with respect to the Trustrelated Collateral of higher priority (or, and if a written commitment to deliver issue a file-stamped copy Title Insurance Policy is delivered with respect to a Mortgage Loan, such written commitment obligates the insurer to issue such policy for an amount not less than the original principal amount of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Daterelated Mortgage Note). (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered Prior to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights first anniversary of the Certificateholders or Closing Date, the Custodian shall deliver to a Successor Saxon and the Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of exceptions noted on such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteecertification. (d) In delivering each of the certifications required above, the Custodian shall be under no duty or obligation (i) to inspect, review or examine any such documents, instruments, securities or other papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or that any document that appears to be an original is in fact an original or (ii) to determine whether any Trustee Mortgage Loan File should include any power of attorney, surety or guaranty agreement, note assumption rider, buydown agreement, assumption agreement, modification agreement, written assurance or substitution agreement. (e) On or before the fifth Business Day of each third month, commencing the fourth month following the month in which the Closing Date occurs, the Custodian shall deliver to the Seller a Recordation Report, dated as of the first day of such month, identifying those Mortgage Loans for which it has not yet received (i) an original recorded Security Instrument or a copy thereof certified to be true and correct by the public recording office in possession of such Security Instrument, (ii) an original recorded assignment of the Security Instrument to the related Servicer, the Trustee or the Custodian, as applicable, and any required intervening assignments or copies thereof, in each case, certified to be a true and correct copy by the public recording office in possession of such assignment, or (iii) if an assignment of the Security Instrument to the related Servicer has been recorded or sent for recordation, an original assignment of the Security Instrument from such Servicer in blank or to the Trustee or the Custodian in recordable form. (f) The Trustee may, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review the Trustee Mortgage Loan Files as provided in this Section 2.02. Saxon shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to such Custodian that would otherwise be delivered to the Trustee. In such event, the Trustee shall obtain from each such Custodian will deliver, within the specified times, the Initial Certifications, Final Certifications, and Recordation Reports with respect to the Mortgage Loans held and reviewed by such Custodian to Saxon and the Master Servicer in satisfaction of the Trustee's obligation to prepare such certifications and reports. The Trustee shall have no power notify the Custodian of any notices delivered to createthe Trustee with respect to the Trustee Mortgage Loan Files held by the Custodian. (g) During the Custodian's review, assume or incur indebtedness or other liabilities in the name Custodian will create as to each Trust Estate a report substantially of the Certificateholders form of Exhibit I hereto setting forth the particular respects in which any Mortgage File fails to satisfy the definition of "Trustee Mortgage Loan File" herein, and shall be under no duty or obligation to report any other exceptions to a Mortgage File. Exhibit I may be replaced from time to time with the Trust other than as contemplated in this Agreementconsent of the Depositor, the Trustee and the Master Servicer.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” Exceptions List”): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (e) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement Trustee’s or other evidence of such filing to the Trustee on or prior to the Initial Closing Date.Custodian’s possession; (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is all documents required in connection with enforcing the rights to be delivered to it pursuant to clause (f) of the Certificateholders definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession, provided that (A) the Custodian shall have no obligation to a Successor Master Servicer appointed pursuant verify the receipt of any such documents the existence of which was not made known to Section 10.03 or the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) as is all powers of attorney required to comply with Requirements of Law or any court order applicable be delivered to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure it pursuant to this Section 2.03(c)clause (g) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, unless such disclosure is required sooner by law or by any court order applicable to provided that (A) the Trustee. (d) The Trustee Custodian shall have no power obligations to createverify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.and

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Depositor and the Trustee within 45 Business Days of the Closing Date. The Trustee acknowledges receipt of the three Corridor Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3), the Transfer Agreement and the Sale Agreement. The Trustee acknowledges receipt of the Swap Agreement and the Cap Contract that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement and the Cap Contract, not in its individual capacity, but solely as Supplemental Interest Trust Trustee. The Trustee agrees, for the benefit of Certificateholders to review each Mortgage File delivered to it within sixty (60) days after the Closing Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the Depositor and the Servicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within ninety (90) days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of the TrustCertificateholders. The preceding sentence shall not, with the consent of Discover Bank on behalf of the Holder of the Seller Certificatehowever, hereby agrees limit any remedies available to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with Depositor or the terms of Article IV hereofTrustee pursuant to the Sale Agreement or the Transfer Agreement. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all rightshall be under no duty or obligation to inspect, title review and interest previously held by Discover Bank in and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant represented purpose, or that they have actually been recorded, or that they are other than what they purport to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholdersbe on their face. The Trustee further acknowledges that on or prior shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the Initial Closing Datecontrary, Discover Bank delivered the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee Schedule 1 hereto pursuant from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to Section 2.01 hereof. do so by any applicable law, rule or regulation, (bB) The obligation to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC or Trustee having a comparable or successor provision theretoneed to know the same, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to provided that the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights advises such recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within seventy (70) days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shall, through Depositor and the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Servicer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian will review, for the benefit of the Trustee to accept and Certificateholders and the Receivables shall be subject parties hereto, each Trustee Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” Exceptions List”): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (e) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement Trustee’s or other evidence of such filing to the Trustee on or prior to the Initial Closing Date.Custodian’s possession; (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is all documents required in connection with enforcing the rights to be delivered to it pursuant to clause (f) of the Certificateholders definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession, provided that (A) the Custodian shall have no obligation to a Successor Master Servicer appointed pursuant verify the receipt of any such documents the existence of which was not made known to Section 10.03 or the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) as is all powers of attorney required to comply with Requirements of Law or any court order applicable be delivered to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure it pursuant to this Section 2.03(c)clause (g) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, unless such disclosure is required sooner by law or by any court order applicable to provided that (A) the Trustee. (d) The Trustee Custodian shall have no power obligations to createverify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.and

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of "Trust Fund" in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” "Exceptions List"): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (f) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement Trustee’s or other evidence of such filing to the Trustee on or prior to the Initial Closing Date.Custodian’s possession; (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is all documents required in connection with enforcing the rights to be delivered to it pursuant to clause 1(g) of the Certificateholders definition of Trustee Mortgage Loan File are in the Trustee's or Custodian’s possession, provided that (A) the Custodian shall have no obligation to a Successor Master Servicer appointed pursuant verify the receipt of any such documents the existence of which was not made known to Section 10.03 or the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) as is all powers of attorney required to comply with Requirements of Law or any court order applicable be delivered to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure it pursuant to this Section 2.03(c)clause (h) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, unless such disclosure is required sooner by law or by any court order applicable to provided that (A) the Trustee. (d) The Trustee Custodian shall have no power obligations to createverify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.and

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations as set forth herein. Subject to Section 4.03(b), the Trustee on behalf of the Trust, with the consent of Discover Bank on behalf of Funding as the Holder of the Seller Transferor Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by Discover Bank the Transferor in and to the Receivables (or receivables in Charged-Off Accounts) existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank the Transferor pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Effective Date, Discover Bank the Transferor delivered to the Trustee Schedule 1 hereto with respect to the Initial Accounts pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller the Transferor record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Sellerthe Transferor) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Effective Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller the Transferor pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers Transferor as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers Transferor to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers Transferor with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian will review, for the benefit of the Trustee to accept and Certificateholders and the Receivables shall be subject parties hereto, each Trustee Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” Exceptions List”): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (e) of the UCC definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession; (ii) all documents required to be delivered to it pursuant to clause (f) of the definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (g) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to such Seller) confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and meeting the requirements of law Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, shall examine the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteerelated note. (d) Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee, the Securities Administrator and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall deliver to each Servicer (or such other party responsible for recordation of any Mortgages and/or assignments as specified in the related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to createthe Trustee with respect to those Trustee Mortgage Loan Files. (g) To the extent a Servicer requests the consent of the Trust with respect to any servicing-related matter for which the applicable Servicer is required to seek consent of the Trustee under the applicable Servicing Agreement, assume or incur indebtedness or other liabilities the Trustee upon written request and in consultation with the Master Servicer, shall promptly evaluate such request for consent in the name best interest of the Certificateholders Trust and the Certificateholders, and grant or withhold such consent accordingly; provided, however, that in connection with any such determination, the Trustee may request and require receipt of an Opinion of Counsel, at the sole expense of the Servicer, that such servicing-related matter will not adversely affect the Trust or the Trust other than Certificateholders and will not adversely affect the status of any REMIC as contemplated in this Agreementa REMIC.

Acceptance by the Trustee. (a) The Trustee hereby undertakes shall, or pursuant to perform its obligations the Custodial Agreements, the Trustee shall require the Custodians, to execute and deliver on the Closing Date to the Depositor, the Trustee, Xxxxx Fargo as set forth hereina Servicer (except in the case of Deutsche Bank National Trust Company, as Custodian), and the Trust Administrator a Trust Receipt and Initial Certification with respect to the Initial Mortgage Loans in the form annexed hereto as Exhibit J or in the related form annexed to the applicable Custodial Agreement. Subject Such Trust Receipt and Initial Certification shall require the Custodians, based on their review and examination, and only as to Section 4.03(bthe documents identified in such Trust Receipt and Initial Certification, to acknowledge that such documents appear regular on their face and relate to such Initial Mortgage Loan. The Custodians shall not be required to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. The Trustee shall, or pursuant to the Custodial Agreements, the Trustee shall require the Custodians to, not later than 90 days after the Closing Date, deliver to the Depositor, Xxxxx Fargo as Servicer (except in the case of Deutsche Bank National Trust Company, as Custodian), the Trustee and the Trust Administrator a Trust Receipt and Final Certification with respect to the Mortgage Loans, in the form annexed hereto as Exhibit K or in the related form annexed to the applicable Custodial Agreement with any applicable exceptions noted thereon. Based solely upon the Trust Receipt and Initial Certification received from the Custodians, and subject to the provisions of Section 2.01 and any exceptions noted on behalf the exception report described in the next paragraph below, the Trustee acknowledges receipt of the Trustdocuments referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage File, with and that it holds or will hold all such assets and such other assets included in the consent of Discover Bank on behalf definition of the Holder Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. If, in the course of its review, the Custodians find any document constituting a part of a Mortgage File to be missing or incomplete, the Seller shall promptly correct or cure such defect within 90 days from the date it was so notified of such defect and, if the Seller does not correct or cure such defect within such period and such defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) repurchase such Mortgage Loan within 90 days from the date the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office; provided, however, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Custodians’ failure to record such Assignment of Mortgage, and provided, further, that the Seller Certificate, hereby agrees shall not be obligated to allow repurchase or cure any Mortgage Loan solely as a result of the Custodians’ failure to record such Assignment of Mortgage. The Trust Administrator shall direct the Custodians to deliver to each Rating Agency written notice within 270 days from the Closing Date indicating each Mortgage Loan (without further action a) for which a mortgage or assignment of mortgage required to be recorded hereunder has not been returned by the Trusteeappropriate recording office or (b) each Servicer as to use all Collections which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the related Mortgage Loan is returned to the related Custodian. Any such substitution pursuant to (a) above or purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05 hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of Exhibit L. No substitution is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account on or prior to the Business Day immediately preceding such Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Receivables serviced Exhibit L hereto, the related Custodian shall release the related Mortgage File to the Seller and the Trustee shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such Servicer until the funds are transferred toentity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto. If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall, at the direction ofSeller’s expense, either (i) cause MERS to execute and deliver an Assignment of 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 or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of such Mortgage Loan. With respect to any Mortgage Loan that is delinquent, in default or default is reasonably foreseeable for which the Seller reasonably believes breaches a representation, warranty or covenant under a purchase agreement pursuant to which the Seller purchased from the originator or prior holder of such Mortgage Loan, the Master Servicer for disbursement Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such originator or prior holder of such Mortgage Loan at a price equal to the Purchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more than 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the terms provisions of Article IV hereofSection 2.03(c). The Trustee hereby acknowledges its acceptance on behalf In the event that DLJMC exercises such option, the Repurchase Price therefor shall be deposited in the Certificate Account and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit L hereto, the related Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC’s direction such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be necessary to transfer title from the Trustee to DLJMC. Each Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Trustee and the Trust Administrator a Subsequent Certification in the form annexed hereto as Exhibit J or in the related form annexed to the applicable Custodial Agreement. Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the Custodian shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the end of the Prefunding Period, the applicable Custodians shall deliver to the Depositor, the Trustee and the Trust Administrator a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit K or in the related form annexed to the applicable Custodial Agreement with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the applicable Custodians find any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, such Custodians shall list such as an exception in the Final Certification; provided, however that the applicable Custodians shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest previously held by Discover Bank of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the Receivables existing as assignment of and transfer to the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant assignee thereof under the mortgage to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon which the trust herein set forth, for the benefit of all Certificateholdersassignment relates. The Trustee further acknowledges that on Seller shall cure any such defect or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.01 hereof2.02(a). (b) The It is understood and agreed that the obligation of the Trustee Seller to accept the Receivables shall be subject cure, substitute for or to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting repurchase any Mortgage Loan which does not meet the requirements of law of Section 2.01 shall constitute the sole remedy respecting such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable defect available to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementAdministrator, the Depositor and any Certificateholder against the Seller.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee acknowledges receipt of the three Cap Contracts (forms of which are attached hereto as Exhibits N-1, N-2 and N-3), the Transfer Agreement, the Bring Down Letter and the Sale Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement, not in its individual capacity, but solely as Trustee for the Issuing Entity and for the Supplemental Interest Trust. The Trustee agrees, for the benefit of Certificateholders, and the NIMs insurer, to review each Mortgage File delivered to it within 60 days after the Closing Date. The Trustee will ascertain and to certify, within 70 days of the Closing Date, to the NIMs Insurer, the Depositor and the Servicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B-1 that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 70 days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within 90 days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Trust Fund within 90 days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders and the TrustNIMs Insurer. The preceding sentence shall not, with however, limit any remedies available to the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with NIMs Insurer, the terms of Article IV hereofDepositor or the Trustee pursuant to the Sale Agreement, the Transfer Agreement or the Bring Down Letter. The Trustee hereby acknowledges its acceptance shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on behalf their face. The Servicer and the Trustee shall keep confidential the name of each Mortgagor except as required for performance of this Agreement and the Servicer and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee or the Servicer from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Trust of all right, title and interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation business of the Trustee or the Servicer or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or the Servicer or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC Trustee or the Servicer having a comparable need to know the same, provided that the Trustee or successor provision thereto, however numberedthe Servicer, as in effect in the Applicable State with respect to applicable, advises such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within 70 days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shallNIMs Insurer, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with Depositor and the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Servicer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Trustee within 45 Business Days of the Closing Date. The Trustee acknowledges receipt of the three Cap Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3), the Transfer Agreement, the Bring Down Letter and the Sale Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement, not in its individual capacity, but solely as Trustee for the Issuing Entity and for the Supplemental Interest Trust. The Trustee agrees, for the benefit of Certificateholders, and the NIMs insurer, to review each Mortgage File delivered to it within 60 days after the Closing Date. The Trustee will ascertain and to certify, within 70 days of the Closing Date, to the NIMs Insurer, the Depositor and the Servicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B-1 that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 70 days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within 90 days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Trust Fund within 90 days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders and the TrustNIMs Insurer. The preceding sentence shall not, with however, limit any remedies available to the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with NIMs Insurer, the terms of Article IV hereofDepositor or the Trustee pursuant to the Sale Agreement, the Transfer Agreement or the Bring Down Letter. The Trustee hereby acknowledges its acceptance shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on behalf their face. The Servicer and the Trustee shall keep confidential the name of each Mortgagor except as required for performance of this Agreement and the Servicer and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee or the Servicer from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Trust of all right, title and interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation business of the Trustee or the Servicer or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or the Servicer or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC Trustee or the Servicer having a comparable need to know the same, provided that the Trustee or successor provision thereto, however numberedthe Servicer, as in effect in the Applicable State with respect to applicable, advises such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within 70 days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shallNIMs Insurer, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with Depositor and the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Servicer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” Exceptions List”): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (f) of the UCC definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession; (ii) all documents required to be delivered to it pursuant to clause 1(g) of the definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (h) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to such Seller) confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and meeting the requirements of law Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, shall examine the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteerelated note. (d) Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee, the Securities Administrator and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall deliver to each Servicer (or such other party responsible for recordation of any Mortgages and/or assignments as specified in the related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” Exceptions List”): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (f) of the UCC definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession; (ii) all documents required to be delivered to it pursuant to clause 1(g) of the definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (h) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to such Seller) confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and meeting the requirements of law Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, shall examine the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteerelated note. (d) Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall deliver to each Servicer (or such other party responsible for recordation of any Mortgages and/or assignments as specified in the related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of "Trust Estate" in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” "Exceptions List"): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (e) of the UCC definition of Trustee Mortgage Loan File are in the Trustee's or Custodian's possession; (ii) all documents required to be delivered to it pursuant to clause (f) of the definition of Trustee Mortgage Loan File are in the Trustee's or Custodian's possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (g) of the definition of Trustee Mortgage Loan File are in the Custodian's possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to such Seller) confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and meeting the requirements of law Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, shall examine the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteerelated note. (d) The Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall have no power deliver to create, assume each Servicer (or incur indebtedness or such other liabilities party responsible for recordation of any Mortgages and/or assignments as specified in the name related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Certificateholders Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trust other than Trustee Mortgage Loan Files on its behalf and to review them as contemplated provided in this AgreementSection 2.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation applicable Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or applicable Custodian’s possession, provided that, (A) such Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to such SellerCustodian by the Trustee Mortgage Loan File, and (B) such Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by such Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that such Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the applicable Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and such Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the applicable Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the original principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before May 24, 2008, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereundera Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in June 2007, each Custodian shall deliver to each related Servicer (or such other party responsible for recordation of any mortgages and/or assignments as specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The data collection schedule attached to the applicable Trust Receipt shall not be included unless specifically requested in advance by such Servicer, the Depositor or the Trustee; (ii) as is required provided, that in connection with enforcing no event shall the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is WFB Custodian be required to comply with Requirements furnish a data collection schedule. No Custodian shall be under a duty to review, inspect or examine such documents to determine that any of Law them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the term of this Agreement, in the event a Custodian discovers any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of the Trustee’s taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, if so provided in the Trust Agreement, and may, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, each such Custodian shall provide to the Trustee, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause such Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge that the information in any such Certification or Report is inaccurate or incomplete, the Trustee may conclusively rely thereon). The Trustee shall have no power notify the applicable Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Depositor and the Trustee within 45 Business Days of the Closing Date. The Trustee acknowledges receipt of the three Cap Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3) and is hereby instructed to enter into the Cap Contracts, not in its individual capacity, but solely as Trustee on behalf of the Certificateholders. The Trustee also acknowledges receipt of the Purchase Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement, not in its individual capacity, but solely as Supplemental Interest Trust Trustee. The Trustee agrees, for the benefit of Certificateholders to review each Mortgage File delivered to it within sixty (60) days after the Closing Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the Depositor and the Servicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within ninety (90) days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders. The preceding sentence shall not, however, limit any remedies available to the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with Depositor or the terms of Article IV hereofTrustee pursuant to the Purchase Agreement. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all rightshall be under no duty or obligation to inspect, title review and interest previously held by Discover Bank in and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant represented purpose, or that they have actually been recorded, or that they are other than what they purport to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholdersbe on their face. The Trustee further acknowledges that on or prior shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the Initial Closing Datecontrary, Discover Bank delivered the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee Schedule 1 hereto pursuant from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to Section 2.01 hereof. do so by any applicable law, rule or regulation, (bB) The obligation to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC or Trustee having a comparable or successor provision theretoneed to know the same, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to provided that the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights advises such recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within seventy (70) days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shall, through Depositor and the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Servicer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or Custodian’s possession, provided that, (A) the Custodian shall have no obligation to verify the receipt of any such Sellerdocuments the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by the Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the original principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before October 29, 2007, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in November 2006, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The Data Collection Schedule shall not be included unless specifically requested in connection with enforcing advance by such Servicer, the rights of the Certificateholders Depositor or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNeither Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation applicable Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or the applicable Custodian’s possession, provided that, (A) such Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to such SellerCustodian by the Trustee Mortgage Loan File, and (B) such Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by such Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that such Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the applicable Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the original principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before November 30, 2008, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans shall be attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in January 2008, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The data collection schedule attached to each Trust Receipt shall not be included unless specifically requested in connection with enforcing advance by such Servicer, the rights of the Certificateholders Depositor or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNo Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of the Trustee’s taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause such Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the applicable Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it or the Custodian on its behalf in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured within 45 Business Days of the Closing Date. The Securities Administrator acknowledges receipt of the three Cap Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3) and is hereby authorized and instructed to enter into such contracts not in its individual capacity but solely as Securities administrator on behalf of the trustee for the Supplemental Interest Trust, and is further directed to execute and deliver the Transfer Agreements and the Sale Agreement. The Securities Administrator acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement, not in its individual capacity, but solely as trustee for the Supplemental Interest Trust. The Trustee or the Custodian on its behalf agrees, for the benefit of Certificateholders, and the NIMs Insurer, to review each Mortgage File delivered to it within 60 days after the Closing Date, to ascertain and to certify, within 70 days of the Closing Date, to the NIMs Insurer, the Depositor the Master Servicer and the Servicers that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B-1 that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee or Custodian shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee or the Custodian on its behalf finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee or the Custodian on its behalf shall promptly (and in any event within no more than five Business Days) after such finding so notify the NIMs Insurer, the Servicers, the Master Servicer the Sponsor and the Depositor. In addition, the Trustee or the Custodian on its behalf shall also notify the NIMs Insurer, the Servicers, the Master Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within 70 days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian on its behalf written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee or the Custodian on its behalf shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within 90 days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Issuing Entity within 90 days from the date the Trustee or the Custodian on its behalf notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the related Servicer and deposited by the related Servicer in the Master Servicer Collection Account or related Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee or the Custodian on its behalf, upon receipt of a Request for Release and certification of the related Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders and the TrustNIMs Insurer. The preceding sentence shall not, with however, limit any remedies available to the consent Certificateholders, the NIMs Insurer, the Depositor or the Trustee pursuant to the Sale Agreement, the Transfer Agreements and or the Bring Down Letters. Neither the Trustee nor the Custodian on its behalf shall be under any duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on their face. The Servicers, the Master Servicer, the Securities Administrator and the Trustee shall keep confidential the name of Discover Bank on behalf each Mortgagor except as required for performance of this Agreement and the Holder Servicers, the Master Servicer, the Securities Administrator and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the Seller Certificaterelated Mortgage Loan; notwithstanding anything herein to the contrary, hereby agrees the foregoing shall not be construed to allow prohibit (without further action i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until , the funds are transferred to, or at the direction ofServicers, the Master Servicer for disbursement in accordance with or the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of Securities Administrator from sources other than the Trust of all rightother parties hereto, title and interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is disclosure of any and all information (A) if required in connection with enforcing the rights to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Certificateholders business of the Trustee, the Servicers or that of any Affiliate, (C) pursuant to any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Trustee, the Servicers or any Affiliate or an officer, director, employer or shareholder thereof is a Successor party or (D) to any Affiliate, independent or internal auditor, agent, employee or attorney of the Trustee, the Servicers, the Master Servicer appointed pursuant or the Securities Administrator having a need to Section 10.03 know the same, provided that the Trustee, the Servicers, the Master Servicer or the Securities Administrator, as applicable, advises such recipient of the confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within 70 days of Law the Closing Date, the Trustee (or any court order applicable the Custodian on its behalf) shall deliver to the Trustee. The Trustee shallNIMs Insurer, through the Sellers as provided in Section 2.09(a)Depositor, make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect Master Servicer and maintain each Servicer the security and confidentiality of such informationInitial Certification, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation applicable Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or applicable Custodian’s possession, provided that, (A) such Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to such SellerCustodian by the Trustee Mortgage Loan File, and (B) such Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by such Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that such Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the applicable Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and such Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the applicable Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the original principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before February 23, 2008, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans shall be attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in March 2007, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The data collection schedule attached to the applicable Trust Receipt shall not be included unless specifically requested in connection with enforcing advance by such Servicer, the rights of the Certificateholders Depositor or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNo Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of the Trustee’s taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, if so provided in the Trust Agreement, and may, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, each such Custodian shall provide to the Trustee, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause such Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge that the information in any such Certification or Report is inaccurate or incomplete, the Trustee may conclusively rely thereon). The Trustee shall have no power notify the applicable Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Depositor and the Trustee within 45 Business Days of the Closing Date. The Trustee acknowledges receipt of the three Cap Contracts (forms of which are attached hereto as Exhibits N-1, N-2 and N-3), the Transfer Agreement, the Bring Down Letter and the Sale Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement, not in its individual capacity, but solely as Trustee for the Issuing Entity and for the Supplemental Interest Trust. The Trustee agrees, for the benefit of Certificateholders to review each Mortgage File delivered to it within sixty (60) days after the Closing Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the Depositor and the Servicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B-1 that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within ninety (90) days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders. The preceding sentence shall not, however, limit any remedies available to the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with Depositor or the terms of Article IV hereofTrustee pursuant to the Sale Agreement, the Transfer Agreement or the Bring Down Letter. The Trustee hereby acknowledges its acceptance shall be under no duty or obligation to inspect, review and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the represented purpose, or that they have actually been recorded, or that they are other than what they purport to be on behalf their face. The Servicer and the Trustee shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Servicer and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee or the Servicer from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Trust of all right, title and interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation business of the Trustee or the Servicer or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or the Servicer or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC Trustee or the Servicer having a comparable need to know the same, provided that the Trustee or successor provision thereto, however numberedthe Servicer, as in effect in the Applicable State with respect to applicable, advises such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within seventy (70) days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shall, through Depositor and the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Servicer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes acknowledges the receipt of, subject to perform the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the documents referred to in Section 2.01 above and all other assets included in the definition of "Trust Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "Trust Fund" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto. The Trustee agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File within 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 60 days of receipt and with respect to any Qualified Substitute Mortgage, within 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its obligations possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth hereinin the Mortgage Loan Schedule that corresponds to items (1), (2), (3), (5) (13) and (26) (but only as to whether the Mortgage Loan as a prepayment penalty) **of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. Subject to Section 4.03(b)It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Prior to the first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Trustee, upon its notification by the Custodian, if applicable, shall so notify the Seller, the Depositor and the Servicer. In addition, upon the discovery by the Seller, Depositor, the Trustee or the Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans and the Related Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee, on behalf of the Trust, with the consent of Discover Bank on behalf a first priority perfected security interest in all of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all Depositor's right, title and interest previously held by Discover Bank in and to the Receivables existing as of Mortgage Loans and the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereofRelated Documents, and declares that it this Agreement shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofconstitute a security agreement under applicable law. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. By its execution of the Trust Agreement, the Trustee acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust Agreement in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title or interest in the Mortgage Loans. (a) The Trustee hereby undertakes will cause the Custodian to perform its obligations as set forth herein. Subject to Section 4.03(b), the Trustee on behalf of the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forthreview, for the benefit of all Certificateholders. The the Certificateholders and the parties hereto, each Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered Mortgage Loan File and deliver to the Trustee Schedule 1 hereto (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) of the definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession; (ii) all documents required to be delivered to it pursuant to clause (f) of the definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (g) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a document that was recorded, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.01 hereof2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Mortgage Loan Schedule. (b) The obligation It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee Trustee, shall examine the Mortgage Loan Documents to accept confirm the Receivables following (and shall be subject report any exceptions to these confirmations in the Exceptions Report attached to the condition Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that each Seller record appear to be original and filethat purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, at its own expenseif photocopies are permitted, one that such copies bear a reproduction of such signature or more financing statements, with respect to the Receivables then existing and thereafter created, signatures; (ii) except for the sale of “accounts” endorsement required pursuant to clause (as defined in Section 9-102(a)(2a) of the UCC definition of Trustee Mortgage Loan File, neither the mortgage nor any assignment, on the face or a comparable the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or successor provision thereto, however numbered, as in effect in restrictions on transfer; (iii) the Applicable State with respect principal amount of the indebtedness secured by the mortgage is identical to such Sellerthe original principal amount of the mortgage note; (iv) and meeting the requirements of law of such Applicable State, in such manner as interest rate shown on the Mortgage Loan Schedule is necessary identical to perfect the sale and interest rate shown on the mortgage note; (v) the assignment of such Receivables to the Trustmortgage from the related Seller (or its affiliate, and to deliver a file-stamped copy of such financing statement or other evidence of such filing if applicable) to the Trustee on is in the form required pursuant to clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or prior its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; (vi) if intervening assignments are included in the Initial Closing DateTrustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and (vii) the title insurance policy or certificate of title is for an amount not less than the original principal amount of the related note. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered Prior to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights first anniversary date of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable Closing Date, the Custodian shall deliver to the Trustee. The Trustee shallDepositor, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security , the Securities Administrator and confidentiality arrangements from time to time during normal business hours. The each Servicer a Final Certification evidencing the completeness of the Trustee shall provide the Sellers Mortgage Loan File for each Mortgage Loan, with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless applicable exceptions noted on such disclosure is required sooner by law or by any court order applicable to the TrusteeCertification. (d) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall deliver to each Servicer (or such other party responsible for recordation of any Mortgages and/or assignments as specified in the related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (e) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to createthe Trustee with respect to those Trustee Mortgage Loan Files. (f) To the extent a Servicer requests the consent of the Trust with respect to any servicing-related matter for which the applicable Servicer is required to seek consent under the applicable Servicing Agreement, assume the Trustee, upon written request, shall promptly or incur indebtedness or other liabilities within the time frame specified in such Servicing Agreement, if any, evaluate such request for consent in the name best interest of the Certificateholders Trust and the Certificateholders, and grant or the Trust other than as contemplated in this Agreementwithhold such consent accordingly.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Depositor and the Trustee within 45 Business Days of the Closing Date. The Trustee acknowledges receipt of the three Cap Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3), the Transfer Agreement, the Bring Down Letter and the Sale Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement, not in its individual capacity, but solely as Trustee for the Issuing Entity and for the Supplemental Interest Trust. The Trustee agrees, for the benefit of Certificateholders to review each Mortgage File delivered to it within sixty (60) days after the Closing Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the Depositor and the Servicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B-1 that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within ninety (90) days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders. The preceding sentence shall not, however, limit any remedies available to the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with Depositor or the terms of Article IV hereofTrustee pursuant to the Sale Agreement, the Transfer Agreement or the Bring Down Letter. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all rightshall be under no duty or obligation to inspect, title review and interest previously held by Discover Bank in and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant represented purpose, or that they have actually been recorded, or that they are other than what they purport to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholdersbe on their face. The Trustee further acknowledges that on or prior shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the Initial Closing Datecontrary, Discover Bank delivered the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee Schedule 1 hereto pursuant from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to Section 2.01 hereof. do so by any applicable law, rule or regulation, (bB) The obligation to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC or Trustee having a comparable or successor provision theretoneed to know the same, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to provided that the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights advises such recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within seventy (70) days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shall, through Depositor and the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Servicer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders and the Class A Certificate Insurer. The Depositor will cause the applicable Seller to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Depositor and the Trustee within 45 Business Days of the Closing Date. The Trustee acknowledges receipt of the FFFC Purchase Agreement and the MLML Purchase Agreement. The Trustee agrees, for the benefit of Certificateholders, the NIMs Insurer and the Class A Certificate Insurer to review each Mortgage File delivered to it within sixty (60) days after the Closing Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the Depositor, the Servicer, the NIMs Insurer and the Class A Certificate Insurer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the related Seller, the Depositor, the NIMs Insurer and the Class A Certificate Insurer. In addition, the Trustee shall also notify the Servicer, the related Seller, the Depositor, the NIMs Insurer and the Class A Certificate Insurer if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the related Seller correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within ninety (90) days from the date the related Seller was notified of such omission or defect and, if such Seller does not correct or cure such omission or defect within such period, that such Seller purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from the date the Trustee notified such Seller of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the related Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the related Seller and necessary to vest in the related Seller or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the related Seller to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with NIMs Insurer and the terms of Article IV hereofClass A Certificate Insurer. The preceding sentence shall not, however, limit any remedies available to Certificateholders, the NIMs Insurer, the Class A Certificate Insurer, the Depositor or the Trustee pursuant to the FFFC Purchase Agreement or the MLML Purchase Agreement. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all rightshall be under no duty or obligation to inspect, title review and interest previously held by Discover Bank in and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant represented purpose, or that they have actually been recorded, or that they are other than what they purport to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholdersbe on their face. The Trustee further acknowledges that on or prior shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the Initial Closing Datecontrary, Discover Bank delivered the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee Schedule 1 hereto pursuant from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to Section 2.01 hereof. do so by any applicable law, rule or regulation, (bB) The obligation to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC or Trustee having a comparable or successor provision theretoneed to know the same, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to provided that the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights advises such recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within seventy (70) days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shallDepositor, through the Sellers as provided in Section 2.09(a)Servicer, make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect NIMs Insurer and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Class A Certificate Insurer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations as set forth herein. Subject to Section 4.03(b), the Trustee on behalf of the Trust, with the consent of Discover Bank on behalf of Funding as the Holder of the Seller Transferor Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by Discover Bank the Transferor in and to the Receivables (or receivables in Charged-Off Accounts) existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank the Transferor pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Amendment Closing Date, Discover Bank the Transferor delivered to the Trustee Schedule 1 hereto with respect to the Initial Accounts pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller the Transferor record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Sellerthe Transferor) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Amendment Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller the Transferor pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers Transferor as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers Transferor to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers Transferor with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation applicable Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or the applicable Custodian’s possession, provided that, (A) such Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to such SellerCustodian by the Trustee Mortgage Loan File, and (B) such Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by such Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that such Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the applicable Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the original principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before March 31, 2008, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans shall be attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in April 2007, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The data collection schedule attached to each Trust Receipt shall not be included unless specifically requested in connection with enforcing advance by such Servicer, the rights of the Certificateholders Depositor or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNo Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of the Trustee’s taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause such Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the applicable Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forthMortgage Loans. (b) Each applicable Custodian will review, for the benefit of all Certificateholders. The the Trustee further acknowledges that on or prior to and Certificateholders and the Initial Closing Dateparties hereto, Discover Bank delivered each applicable Trustee Mortgage Loan File and deliver to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject with a copy to the condition that each Seller record and file, at its own expense, one or more financing statements, Depositor) on the Closing Date a Trust Receipt with respect to each applicable Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” Exceptions List”): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (e) of the UCC definition of Trustee Mortgage Loan File are in the Trustee’s or such Custodian’s possession; (ii) all documents required to be delivered to it pursuant to clause (f) of the definition of Trustee Mortgage Loan File are in the Trustee’s or such Custodian’s possession, provided that (A) such Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to such Custodian by the applicable Trustee Mortgage Loan File, and (B) such Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (g) of the definition of Trustee Mortgage Loan File are in the applicable Custodian’s possession, provided that (A) such Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to such Custodian by the applicable Trustee Mortgage Loan File, and (B) such Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that such Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then such Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by such Xxxxxxxxx and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that such Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), each Custodian may rely conclusively on the applicable Mortgage Loan Schedule attached hereto, and each such Seller) and meeting Custodian shall have no obligation to independently verify the requirements of law correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, each Custodian, on behalf of the Trustee, shall examine the applicable Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount shown on the Mortgage Loan Schedule of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to related note as shown on the TrusteeMortgage Loan Schedule. (d) Prior to the first anniversary date of the Closing Date, each Custodian shall deliver to the Depositor, the Trustee, the Securities Administrator and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) Upon request, each Custodian shall deliver to each Servicer (or such other party responsible for recordation of any Mortgages and/or assignments as specified in the related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the applicable Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or a Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all applicable documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the applicable Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the applicable Custodian of any notices delivered to createthe Trustee with respect to those Trustee Mortgage Loan Files. (g) To the extent a Servicer requests the consent of the Trust with respect to any servicing-related matter for which the applicable Servicer is required to seek consent of the Trustee under the applicable Servicing Agreement, assume or incur indebtedness or other liabilities the Trustee upon written request and in consultation with the Master Servicer, shall promptly evaluate such request for consent in the name best interest of the Certificateholders Trust and the Certificateholders, and grant or withhold such consent accordingly; provided, however, that in connection with any such determination, the Trustee may request and require receipt of an Opinion of Counsel, at the sole expense of the Servicer, that such servicing-related matter will not adversely affect the Trust or the Trust other than Certificateholders and will not adversely affect the status of any REMIC as contemplated in this Agreementa REMIC.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the Custodian) all documents delivered to it or the Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or the Custodian’s possession, provided that, (A) the Custodian shall have no obligation to verify the receipt of any such Sellerdocuments the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by the Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on the Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the original principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before September 24, 2008, the Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that the Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance of its duties hereunder; Mortgage Loans shall be attached to the Custodian’s Final Certification to be delivered under this Section 2.02. (iie) as is required in connection with enforcing Upon the rights written request of the Certificateholders Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in October 2007, the Custodian shall deliver to the Servicer (or such other party responsible for recordation of any mortgages and/or assignments as specified in the Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a Successor Master Servicer appointed pursuant copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to Section 10.03 the Custodian the original of such document or (iii) as is required a copy thereof certified by the appropriate public recording office. The data collection schedule attached to comply with Requirements of Law the applicable Trust Receipt shall not be included unless specifically requested in advance by such Servicer, the Depositor or any court order applicable to the Trustee. The Trustee shallCustodian shall not be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event the Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain Mortgage Loan Files, the security and confidentiality Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of the Trustee’s taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, if so provided in the Trust Agreement, and may, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, each such Custodian shall provide to the Trustee, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause such Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge that the information in any such Certification or Report is inaccurate or incomplete, the Trustee may conclusively rely thereon). The Trustee shall have no power notify the applicable Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the applicable Seller to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Depositor and the Trustee within forty-five (45) Business Days of the Closing Date. The Trustee acknowledges receipt of the FFFC Purchase Agreement and the MLML Purchase Agreement. The Trustee agrees, for the benefit of Certificateholders and the NIMs Insurer to review each Mortgage File delivered to it within sixty (60) days after the Closing Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the Depositor, the Servicer and the NIMs Insurer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five Business Days) after such finding so notify the Servicer, the related Seller, the Depositor and the NIMs Insurer. In addition, the Trustee shall also notify the Servicer, the related Seller, the Depositor and the NIMs Insurer if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the related Seller correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within ninety (90) days from the date the related Seller was notified of such omission or defect and, if such Seller does not correct or cure such omission or defect within such period, that such Seller purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from the date the Trustee notified such Seller of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the related Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the related Seller and necessary to vest in the related Seller or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the related Seller to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders and the TrustNIMs Insurer. The preceding sentence shall not, with the consent of Discover Bank on behalf of the Holder of the Seller Certificatehowever, hereby agrees limit any remedies available to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with NIMs Insurer, the terms of Article IV hereofDepositor or the Trustee pursuant to the FFFC Purchase Agreement or the MLML Purchase Agreement. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all rightshall be under no duty or obligation to inspect, title review and interest previously held by Discover Bank in and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant represented purpose, or that they have actually been recorded, or that they are other than what they purport to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholdersbe on their face. The Trustee further acknowledges that on or prior shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the Initial Closing Datecontrary, Discover Bank delivered the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee Schedule 1 hereto pursuant from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to Section 2.01 hereof. do so by any applicable law, rule or regulation, (bB) The obligation to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC or Trustee having a comparable or successor provision theretoneed to know the same, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to provided that the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights advises such recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within seventy (70) days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shallDepositor, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with Servicer and the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect NIMs Insurer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations as set forth herein. Subject to Section 4.03(b)Trust Administrator, the Trustee on behalf of the TrustTrustee, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow acknowledge (without further action i) receipt by it on the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing Initial Mortgage Loans and thereafter createdon each Subsequent Transfer Date, for with respect to the sale Subsequent Mortgage Loans, in good faith without notice of “accounts” adverse claims, subject to the provisions of Sections 2.02 and 2.04 hereof and to any exceptions noted on the Trust Administrator's certification in the form annexed hereto as Exhibit E-1 to be delivered to the Depositor, the Master Servicer, the Trustee and the Certificate Insurer on the Closing Date, of (as defined x) the documents referred to in Section 9-102(a)(22.04(a)(i), (ii), (iii) and (iv) above (except that the documents referred to in Sections 2.04(a)(i) and (iii) may be endorsed or assigned in blank upon receipt) with respect to the Mortgage Loans listed on the Mortgage Loan Schedule to be delivered to the Trust Administrator on the Closing Date with respect to the Initial Mortgage Loans and on each Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans, and (y) the Certificate Account and the amounts on deposit therein and (ii) the assignment to the Trustee of all the other assets included in clauses (i) and (iii) of the UCC definition of "Trust Estate" herein, and the Trust Administrator declares that it will hold such documents and such other documents constituting the Mortgage Files as are delivered to it, and all such assets and such other assets included in the definition of "Trust Estate" as are delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders and the Certificate Insurer. Within 10 Business Days after the Closing Date or a comparable or successor provision thereto, however numberedSubsequent Transfer Date, as applicable, the Trust Administrator shall deliver to the Depositor, the Master Servicer, the Trustee and the Certificate Insurer a Final Certification of delivery of all of the documents referred to in effect Section 2.04(a) in the Applicable State form annexed hereto as Exhibit E-2, with any applicable exceptions noted thereon. After the delivery of the final certification, the Trust Administrator shall provide to the Master Servicer, the Depositor, the Trustee and the Certificate Insurer, no less frequently than quarterly, updated certifications, a form of which is attached hereto as Exhibit E-3, 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 Certificate Insurer may have with respect to such Seller) exceptions, and meeting the requirements of law of such Applicable Stateall rights are reserved with respect thereto. If, in such manner as is necessary the process of reviewing the Mortgage Files and making or preparing the certifications referred to perfect above, the sale and assignment Trust Administrator finds any document or documents constituting a part of such Receivables a Mortgage File to be missing or defective in any material respect or, at the Trust, and to deliver a fileend of any 360-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. day period (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers later period approved as provided in Section 2.09(a2.04(b) hereof, notice of which approval has been provided to the Trust Administrator in writing (if such approval is made by the Certificate Insurer)) referenced above, make finds that all necessary disclosures in order recorded Assignments and all original Mortgages or certified copies thereof have not been delivered to comply with it, the UCC Trust Administrator shall promptly so notify the Depositor, the Certificate Insurer, the Trustee and the Master Servicer. In performing any such review, the Trust Administrator may conclusively rely on the Depositor as in effect in to the purported genuineness of any Applicable Statesuch document and any signature thereon. The Trustee agrees It is understood that the scope of the Trust Administrator's review of the items delivered to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure Trust Administrator pursuant to this Section 2.03(c)2.05, unless such disclosure is required sooner by law or by any court order applicable otherwise expressly stated, shall be limited solely to confirming that the documents listed in this Section 2.05 have been executed and received, relate to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities Mortgage Loans listed in the name Mortgage Loan Schedule and conform as to the loan number and address and description thereof in the Mortgage Loan Schedule. In addition, upon the discovery by the Depositor, the Master Servicer, the Certificate Insurer, the Trust Administrator or the Trustee of a breach of any of the representations and warranties made by the Master Servicer or the Depositor pursuant to Sections 2.07 and 2.08 hereof in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interests of the Certificateholders or in such Mortgage Loan, the Trust Person discovering such breach shall give prompt written notice to the other than as contemplated Persons set forth in this Agreementsentence. The Trust Administrator shall, upon the written request of the Certificate Insurer and, at the expense of such requesting party, provide a written report to the Certificate Insurer of each Mortgage File released to the Master Servicer for servicing purposes. At such time as any Mortgage Loan becomes 90 days Delinquent, the Master Servicer shall make, or cause to be made, a reasonable investigation to determine whether such Mortgage Loan satisfied the representations and warranties of the Originator set forth in Section 3.01(iii) of the Mortgage Loan Purchase Agreement as of the Closing Date. 37 If the Depositor has not delivered all required documentation with respect to any Mortgage Loan within the time periods specified in this Agreement (as such may have been extended pursuant to Section 2.04(b) hereof), the Depositor shall be required to take action with respect to such Mortgage Loan as and to the extent provided in Section 2.06 hereof.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations as set forth herein. Subject to Section 4.03(b), the Trustee on behalf of the Trust, with the consent of Discover Bank Greenwood on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of the Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all right, title and interest previously held by Discover Bank Greenwood in and to the Receivables conveyed by Greenwood pursuant to Section 2.01 hereof existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereofcreated, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that that, on or prior to the Initial Closing Date, Discover Bank Greenwood delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject to the condition that each Seller Greenwood record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “"accounts” (" as defined in Section 9-102(a)(2) 106 of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Seller) and of Delaware meeting the requirements of Delaware law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s 's security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of "Trust Estate" in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the "Trust Receipt") with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the "Exceptions List"): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee's or Custodian's possession, provided that, (A) the Custodian shall have no obligation to verify the receipt of any such Sellerdocuments the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by the Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian's examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower's name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; and (vi) if intervening assignments are included in the Trustee Mortgage Loan File, andeach such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, in connection therewithif photocopies are permitted, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless that such disclosure is required sooner by law copies bear a reproduction of such signature or by any court order applicable to the Trusteesignatures. (d) The On or before [ ] 20[ ], each Custodian shall deliver to the Trustee shall have no power to create, assume (or incur indebtedness or other liabilities any assignee of the Trustee) a Final Certification in the name form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Certificateholders Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the Mortgage Loans is attached to such Custodian's Final Certification to be delivered under this Section 2.02. (e) Upon the written request of a Servicer, the Depositor or the Trust Trustee, no later than the fifth Business Day of each month, commencing in March 20[ ], each Custodian shall deliver to each related Servicer (or such other than party responsible for recordation of any mortgages and/or assignments as contemplated specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The Data Collection Schedule shall not be included unless specifically requested in advance by the Purchaser or the Trustee. Neither Custodian shall be under a duty to review, inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the term of this Agreement, in the event a Custodian discovers any nonconformity with the review set forth in this AgreementSection 2.02 with respect to such Trustee Mortgage Loan Files, such Custodian shall give written notice of such defect to the Purchaser. (f) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Pooling and Master Servicing Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Asset and all assets included in the definition of "Trust Estate" in the Trust, with related Pooling and Master Servicing Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Securityholders. The Trustee hereby acknowledges represents and warrants that to the best of its acceptance knowledge, (i) it acquired the Mortgage Assets on behalf of the Trust from the Company in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Pooling and Master Servicing Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Assets and will hold (or its agent will hold) such Mortgage Assets and the proceeds thereof in trust pursuant to the terms of the Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Assets. (b) The obligation Trustee (or Custodian) shall, on the Closing Date, deliver to the Company and the Master Servicer an Initial Certification certifying that, except as specifically noted on a schedule of exceptions attached thereto and subject to its review as herein provided, it is in possession of a Trustee Mortgage Asset File for each Mortgage Asset. Before making this Initial Certification, the Trustee (or Custodian) shall have examined each Note to accept the Receivables shall be subject to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, confirm that: (i) except for the sale of “accounts” endorsement required pursuant to clause (as defined in Section 9-102(a)(2a) of the UCC definition of Trustee Mortgage Asset File, the Note, on the face or a comparable or successor provision theretothe reverse side(s) thereof, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other does not contain evidence of such filing any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; and (ii) the Note bears an endorsement (which appears to be an original) as required pursuant to clause (a) of the definition of Trustee on or prior to the Initial Closing DateMortgage Asset File. (c) The Trustee hereby agrees not (or Custodian) agrees, for the benefit of the Securityholders, to disclose review each Trustee Mortgage Asset File within 45 days of the Closing Date to ascertain that all documents required to be included in the Trustee Mortgage Asset File are included therein, and to deliver to the Company and the Master Servicer an Interim Certification with respect to each Mortgage Asset (except any Person any information Mortgage Asset that has been liquidated or purchased from the Trust) to the effect that, except as specifically noted on a schedule of exceptions thereto, (i) all documents required to be contained in the Trustee Mortgage Asset File are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Asset and (iii) based on its examination and only as to the foregoing documents, the Mortgage Asset Schedule 1 accurately reflects information set forth in the Trustee Mortgage Asset File. It is understood that before making the Interim Certification, the Trustee (or delivered Custodian) shall examine the Mortgage Asset Documents to confirm that: (A) each Note and Security Instrument bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (B) except for the endorsement required pursuant to clause (a) of the definition of Trustee Mortgage Asset File, neither the Security Instrument nor any Assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (C) the principal amount of the indebtedness secured by the Security Instrument is identical to the original principal amount of the Note; (D) the Assignment of the Security Instrument from the Seller to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Asset File, and bears the signature of the Seller that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; (E) if intervening Assignments are included in the Trustee Mortgage Asset File, each such intervening Assignment bears the signature of the Mortgagee and/or the assignee (and any other necessary party) or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (F) if either a Title Insurance Policy, a Preliminary Title Report or a written commitment to issue a Successor Master Servicer appointed pursuant to Section 10.03 Title Insurance Policy is delivered, the address of the real property set forth in such policy, report or (iii) as written commitment is required to comply with Requirements of Law or any court order applicable identical to the Trustee. The Trustee shallreal property address contained in the Security Instrument; and (G) if any of a Title Insurance Policy, through Certificate of Title Insurance or a written commitment to issue a Title Insurance Policy is delivered, such policy, certificate or written commitment is for an amount not less than the Sellers as provided original principal amount of the Note and such Title Insurance Policy insures that the Security Instrument constitutes a first lien, senior in Section 2.09(a)priority to all other deeds of trust, make all necessary disclosures in order mortgages, deeds to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect secure debt, financing statements and maintain the security agreements and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant mechanics' liens, judgment liens or writs of attachment (or if the Title Insurance Policy or Certificate has not been issued, the written commitment for such insurance obligates the Insurer to this Section 2.03(cissue such policy for an amount not less than the original principal amount of the Note), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Prior to the first anniversary date of the Closing Date, the Trustee (or Custodian) shall deliver to the Company and the Master Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Asset File for each Mortgage Asset, with any applicable exceptions noted on such Certification. (e) In giving each of the certifications required above, the Trustee shall have be under no power duty or obligation (i) to createinspect, assume review or incur indebtedness examine any such documents, instruments, securities or other liabilities papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or that any document that appears to be an original is, in fact, an original or (ii) to determine whether any Trustee Mortgage Asset File should include any surety or guaranty, Note Assumption Rider, buydown agreement, assumption agreement, modification agreement, written assurance or substitution agreement. (f) No later than the fifth Business Day of each third month, commencing the fourth month following the month in which the Closing Date occurs, the Trustee (or the Custodian on its behalf) shall deliver to the party responsible for recordation of any Security Instruments and/or Assignments (either the Seller or the Servicer, as specified in the name related Sales Agreement or Servicing Agreement) a Recordation Report, dated as of the Certificateholders first day of such month, identifying those Mortgage Assets for which it has not yet received (i) an original recorded Security Instrument or a copy thereof certified to be true and correct by the Trust other than as contemplated public recording office in this Agreementpossession of such Security Instrument or (ii) an original recorded Assignment of the Security Instrument to the Trustee and any required intervening Assignments or a copy thereof certified to be a true and correct copy by the public recording office in possession of such Assignment. (g) In lieu of taking possession of the Trustee Mortgage Asset Files and reviewing such files itself, the Trustee may, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Asset Files on its behalf and to review them as

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Pooling and Master Servicing Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold all documents delivered to it from time to time with respect to a Mortgage Asset and all assets included in the definition of "Trust Estate" in the Trust, with related Pooling and Master Servicing Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Securityholders. The Trustee hereby acknowledges represents and warrants that to the best of its acceptance knowledge, (i) it acquired the Mortgage Assets on behalf of the Trust from the Company in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Pooling and Master Servicing Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Assets and will hold (or its agent will hold) such Mortgage Assets and the proceeds thereof in trust pursuant to the terms of the Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Assets. (b) The obligation Trustee (or Custodian) shall, on the Closing Date, deliver to the Company and the Master Servicer an Initial Certification certifying that, except as specifically noted on a schedule of exceptions attached thereto and subject to its review as herein provided, it is in possession of a Trustee Mortgage Asset File for each Mortgage Asset. Before making this Initial Certification, the Trustee (or Custodian) shall have examined each Note to accept the Receivables shall be subject to the condition that each Seller record and file, at its own expense, one or more financing statements, with respect to the Receivables then existing and thereafter created, confirm that: (i) except for the sale of “accounts” endorsement required pursuant to clause (as defined in Section 9-102(a)(2a) of the UCC definition of Trustee Mortgage Asset File, the Note, on the face or a comparable or successor provision theretothe reverse side(s) thereof, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other does not contain evidence of such filing any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; and (ii) the Note bears an endorsement (which appears to be an original) as required pursuant to clause (a) of the definition of Trustee on or prior to the Initial Closing DateMortgage Asset File. (c) The Trustee hereby agrees not (or Custodian) agrees, for the benefit of the Securityholders, to disclose review each Trustee Mortgage Asset File within 45 days of the Closing Date to ascertain that all documents required to be included in the Trustee Mortgage Asset File are included therein, and to deliver to the Company and the Master Servicer an Interim Certification with respect to each Mortgage Asset (except any Person any information Mortgage Asset that has been liquidated or purchased from the Trust) to the effect that, except as specifically noted on a schedule of exceptions thereto, (i) all documents required to be contained in the Trustee Mortgage Asset File are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Asset and (iii) based on its examination and only as to the foregoing documents, the Mortgage Asset Schedule 1 accurately reflects information set forth in the Trustee Mortgage Asset File. It is understood that before making the Interim Certification, the Trustee (or delivered Custodian) shall examine the Mortgage Asset Documents to confirm that: (A) each Note and Security Instrument bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (B) except for the endorsement required pursuant to clause (a) of the definition of Trustee Mortgage Asset File, neither the Security Instrument nor any Assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (C) the principal amount of the indebtedness secured by the Security Instrument is identical to the original principal amount of the Note; (D) the Assignment of the Security Instrument from the Seller to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Asset File, and bears the signature of the Seller that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; (E) if intervening Assignments are included in the Trustee Mortgage Asset File, each such intervening Assignment bears the signature of the Mortgagee and/or the assignee (and any other necessary party) or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (F) if either a Title Insurance Policy, a Preliminary Title Report or a written commitment to issue a Successor Master Servicer appointed pursuant to Section 10.03 Title Insurance Policy is delivered, the address of the real property set forth in such policy, report or (iii) as written commitment is required to comply with Requirements of Law or any court order applicable identical to the Trustee. The Trustee shallreal property address contained in the Security Instrument; and (G) if any of a Title Insurance Policy, through Certificate of Title Insurance or a written commitment to issue a Title Insurance Policy is delivered, such policy, certificate or written commitment is for an amount not less than the Sellers as provided original principal amount of the Note and such Title Insurance Policy insures that the Security Instrument constitutes a first lien, senior in Section 2.09(a)priority to all other deeds of trust, make all necessary disclosures in order mortgages, deeds to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect secure debt, financing statements and maintain the security agreements and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant mechanics' liens, judgment liens or writs of attachment (or if the Title Insurance Policy or Certificate has not been issued, the written commitment for such insurance obligates the Insurer to this Section 2.03(cissue such policy for an amount not less than the original principal amount of the Note), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Prior to the first anniversary date of the Closing Date, the Trustee (or Custodian) shall deliver to the Company and the Master Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Asset File for each Mortgage Asset, with any applicable exceptions noted on such Certification. (e) In giving each of the certifications required above, the Trustee shall have be under no power duty or obligation (i) to createinspect, assume review or incur indebtedness examine any such documents, instruments, securities or other liabilities papers to determine that they or the signatures thereon are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face or that any document that appears to be an original is, in fact, an original or (ii) to determine whether any Trustee Mortgage Asset File should include any surety or guaranty, Note Assumption Rider, buydown agreement, assumption agreement, modification agreement, written assurance or substitution agreement. (f) No later than the fifth Business Day of each third month, commencing the fourth month following the month in which the Closing Date occurs, the Trustee (or the Custodian on its behalf) shall deliver to the party responsible for recordation of any Security Instruments and/or Assignments (either the Seller or the Servicer, as specified in the name related Sales Agreement or Servicing Agreement) a Recordation Report, dated as of the Certificateholders first day of such month, identifying those Mortgage Assets for which it has not yet received (i) an original recorded Security Instrument or a copy thereof certified to be true and correct by the Trust other than public recording office in possession of such Security Instrument or (ii) an original recorded Assignment of the Security Instrument to the Trustee and any required intervening Assignments or a copy thereof certified to be a true and correct copy by the public recording office in possession of such Assignment. (g) In lieu of taking possession of the Trustee Mortgage Asset Files and reviewing such files itself, the Trustee may, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Asset Files on its behalf and to review them as contemplated provided in this AgreementSection 2.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation applicable Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or applicable Custodian’s possession, provided that, (A) such Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to such SellerCustodian by the Trustee Mortgage Loan File, and (B) such Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by such Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that such Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the applicable Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and such Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the applicable Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the original principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before December 29, 2007, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereundera Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in January 2007, each Custodian shall deliver to each related Servicer (or such other party responsible for recordation of any mortgages and/or assignments as specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The data collection schedule attached to the applicable Trust Receipt shall not be included unless specifically requested in advance by such Servicer, the Depositor or the Trustee; (ii) as is required provided, that in connection with enforcing no event shall the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is WFB Custodian be required to comply with Requirements furnish a data collection schedule. No Custodian shall be under a duty to review, inspect or examine such documents to determine that any of Law them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the term of this Agreement, in the event a Custodian discovers any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of the Trustee taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, one or more Custodians shall hold the Trustee Mortgage Loan Files on its behalf pursuant to the Custodial Agreements and review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, each such Custodian shall provide to the Trustee, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause such Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge that the information in any such Certification or Report is inaccurate or incomplete, the Trustee may conclusively rely thereon). The Trustee shall have no power notify the applicable Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) of the Mortgage Loans. The Trustee hereby undertakes to perform its obligations as set forth herein. Subject to Section 4.03(b)Trustee, the Trustee on behalf of the Trust, with hereby accepts the consent of Discover Bank on behalf Trust Fund and assumes the obligations of the Holder Depositor under the Underlying Agreements from and after the Closing Date and solely insofar as they relate to the Mortgage Loans. For avoidance of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofdoubt, the Master Servicer for disbursement in accordance with the terms of Article IV hereof. The Trustee hereby acknowledges its acceptance on behalf parties acknowledge that all obligations so assumed are obligations of the Trust of all rightand, title and interest previously held by Discover Bank in and to the Receivables existing as extent such obligations are payment or monetary obligations, are payable solely from the Trust Fund, and not of the Cut-Off Date Trustee in its individual capacity. The Custodian acknowledges receipt of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E, and thereafter created the Trustee declares that the Custodian, on the Trustee's behalf, holds and Interchange conveyed by Discover Bank will hold such documents and the other documents delivered to the Custodian pursuant to Section 2.01 hereof2.01, and declares that it shall maintain the Trustee holds or will hold such rightother assets as are included in the Trust Fund, title and interest, upon the in trust herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further Custodian acknowledges that on or it will maintain possession of the related Mortgage Notes in the States of Utah and California, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the Custodian shall deliver via facsimile (with original to follow the next Business Day) to the Depositor, Xxxxxx and the Trustee an Initial Certification prior to the Initial Closing Date, Discover Bank delivered or as the Depositor agrees to, on the Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage Loan with any exceptions thereon. The Custodian shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File. On the Closing Date, the Custodian shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation of Depositor, Xxxxxx and the Trustee to accept an Initial Certification, in the Receivables form annexed hereto as Exhibit E, and shall be subject deliver to the condition that each Seller record Depositor, Xxxxxx and filethe Trustee a Document Certification and Exception Report, at its own expensein the form annexed hereto as Exhibit F, one or more financing statements, with respect within 90 days after the Closing Date to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numberedeffect that, as in effect to each Mortgage Loan listed in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such manner certification as is necessary to perfect the sale an exception and assignment of not covered by such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except certification): (i) as is all documents required to be reviewed by it are in connection with the performance of its duties hereunderpossession; (ii) as is required in connection with enforcing the rights of the Certificateholders or such documents have been reviewed by it and appear regular on their face and relate to a Successor Master Servicer appointed pursuant to Section 10.03 or such Mortgage Loan; (iii) based on its examination and only as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallforegoing documents, through the Sellers information set forth in items (1), (2) and (13) of the Mortgage Loan Schedule and items (1), (2) and (13) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.09(a)2.01 of this Agreement. The Custodian shall not be responsible to verify the validity, make all necessary disclosures in order to comply with the UCC as in effect sufficiency or genuineness of any document in any Applicable StateCustodial File. The Trustee agrees Custodian shall retain possession and custody of each Custodial File in accordance with and subject to protect the terms and maintain conditions set forth herein. The Servicer shall promptly deliver to the security and confidentiality Custodian, upon the execution or receipt thereof, the originals of such information, and, in connection therewith, shall allow other documents or instruments constituting the Sellers to inspect Custodial File as come into the Trustee’s security and confidentiality arrangements possession of the Servicer from time to time during normal business hourstime. The Trustee Depositor shall provide use reasonable efforts to cause WMC and the Sellers with written notice five days prior Purchaser to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable deliver to the Trustee. (d) The Trustee shall have no power Servicer copies of all trailing documents required to create, assume or incur indebtedness or other liabilities be included in the name of Custodial File at the Certificateholders same time the original or certified copies thereof are delivered to the Trust Custodian, including but not limited to such documents as the title insurance policy and any other than Mortgage Loan Documents upon return from the public recording office. The Depositor shall use reasonable efforts to cause the Purchaser or WMC, as contemplated applicable, to deliver, at such Person's expense, to the Servicer and in this Agreementno event shall the Servicer be responsible for any expenses relating to such delivery obligation.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or Custodian’s possession, provided that, (A) the Custodian shall have no obligation to verify the receipt of any such Sellerdocuments the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by the Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before April 30, 2007, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in August 2006, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The Data Collection Schedule shall not be included unless specifically requested in connection with enforcing advance by such Servicer, the rights of the Certificateholders Depositor or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNeither Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or Custodian’s possession, provided that, (A) the Custodian shall have no obligation to verify the receipt of any such Sellerdocuments the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by the Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; and (vi) if intervening assignments are included in the Trustee Mortgage Loan File, andeach such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, in connection therewithif photocopies are permitted, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless that such disclosure is required sooner by law copies bear a reproduction of such signature or by any court order applicable to the Trusteesignatures. (d) On or before January 30, 2007, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in January 2006, each Custodian shall deliver to each related Servicer (or such other party responsible for recordation of any mortgages and/or assignments as specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The Data Collection Schedule shall not be included unless specifically requested in advance by the Purchaser or the Trustee. Neither Custodian shall be under a duty to review, inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the term of this Agreement, in the event a Custodian discovers any nonconformity with the review set forth in this Section 2.02 with respect to such Trustee Mortgage Loan Files, such Custodian shall give written notice of such defect to the Purchaser. (f) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of "Trust Estate" in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” "Exceptions List"): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (e) of the UCC definition of Trustee Mortgage Loan File are in the Trustee's or Custodian's possession; (ii) all documents required to be delivered to it pursuant to clause (f) of the definition of Trustee Mortgage Loan File are in the Trustee's or Custodian's possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (g) of the definition of Trustee Mortgage Loan File are in the Custodian's possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to such Seller) confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and meeting the requirements of law Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, shall examine the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteerelated note. (d) The Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee, the Securities Administrator and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall have no power deliver to create, assume each Servicer (or incur indebtedness or such other liabilities party responsible for recordation of any Mortgages and/or assignments as specified in the name related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Certificateholders Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trust other than Trustee Mortgage Loan Files on its behalf and to review them as contemplated provided in this AgreementSection 2.

Acceptance by the Trustee. or Custodian of the Mortgage Loans. Subject to the provisions of the following paragraph, the Trustee declares that it, or a Custodian as its agent, will hold the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian as its agent, as the case may be, constituting the Mortgage Files, and that it will hold such other assets as are included in the Trust Estate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. Upon execution and delivery of this document, the Trustee shall deliver or cause a Custodian to deliver to the Depositor, the Master Servicer and Assured Guaranty a certification in the form attached hereto as Exhibit K (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Loans for which such Person is acting as Custodian listed on the Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review, the Mortgage Files in such Person's possession, and shall deliver to the Depositor, the Master Servicer and Assured Guaranty a certification in the form attached hereto as Exhibit L (the "Final Certification") to the effect that, as to each Mortgage Loan for which it is acting as Custodian listed in the Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Trustee and any Custodian may conclusively rely on the purported genuineness of any such document and any signature thereon. If, in the course of such review, the Trustee or a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File or if the Depositor, the Master Servicer, the Trustee, a Custodian or the Securities Administrator discovers a breach by a Servicer or the Seller of any representation, warranty or covenant under the Servicing Agreements or the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Master Servicer, the Seller, such Servicer, the Depositor and Assured Guaranty of such failure to meet the requirements of Section 2.01 or of such breach and request that the applicable Servicer or the Seller, as applicable, deliver such missing documentation or cure such defect or breach within 90 days of its discovery or its receipt of notice of any such failure to meet the requirements of Section 2.01 or of such breach. If the Seller or the applicable Servicer, as applicable, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the applicable Servicer's or Seller's obligation, as the case may be, under the applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the applicable Servicer or Seller, as applicable, to either (a) The Trustee hereby undertakes other than in the case of RFC and Washington Mutual, substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to perform its obligations as the conditions set forth hereinbelow or (b) purchase such Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase must occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. Subject Notwithstanding any contrary provision of this Agreement, no substitution pursuant to this Section 2.02 shall be made more than 90 days after the Closing Date unless the Depositor delivers to the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee, the Securities Administrator or the Trust Estate, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Trustee and a Custodian's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 4.03(b2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the related Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. In the event of a discovery of a breach of any representation or warranty of a related Servicer or the Seller, the Trustee shall enforce the rights of the Trust under the Servicing Agreements and the Mortgage Loan Purchase Agreement for the benefit of the Certificateholders. In the event of a breach of the representations or warranties with respect to the Mortgage Loans set forth in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be indemnified for such breach of representation or warranty. In addition, if a breach of a representation with respect to a Mortgage Loan set forth in clauses (k) or (o) of paragraph 3 or clauses (f) or (oo) of paragraph 4 of the Mortgage Loan Purchase Agreement occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee shall enforce the right of the Trust to reimbursement by the Seller for all costs or damages incurred by the Trust as a result of the violation of such law (such amount, the "Reimbursement Amount"), but in the case of a breach of a representation set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement, only to the extent the applicable Servicer does not so reimburse the Trust. It is understood and agreed that, except for any indemnification provided in the Servicing Agreements and the payment of any Reimbursement Amount, the obligation of a Servicer or the Seller to cure or to repurchase (or, other than in the case of RFC and Washington Mutual, to substitute for) any Mortgage Loan 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 sole remedy against a Servicer or the Seller in respect of such omission, defect or breach available to the Trustee on behalf of the Trust, with Certificateholders. With respect to the consent of Discover Bank on behalf representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement that are made to the best of the Holder of Seller's knowledge or as to which the Seller Certificatehad no knowledge, hereby agrees to allow (without further action if it is discovered by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofDepositor, the Master Servicer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. It is understood and agreed that the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee or a Custodian and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, substitute for disbursement or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in accordance the Mortgage Loan Purchase Agreement. The representations and warranties of each Servicer with respect to the terms applicable Mortgage Loans in the related Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of Article IV hereofthe date specified in such Servicing Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Servicer under the related Servicing Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Servicer under any applicable representation or warranty made by it. The Trustee hereby acknowledges its acceptance on behalf that the Seller shall have no obligation or liability with respect to any breach of the Trust of all right, title and interest previously held a representation or warranty made by Discover Bank in and it with respect to the Receivables existing as Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant applicable Servicer in the applicable Servicing Agreement, without regard to Section 2.01 hereof, and declares that it shall maintain whether such right, title and interest, upon the trust herein set forth, for the benefit Servicer fulfills its contractual obligations in respect of all Certificateholderssuch representation or warranty. The Trustee further acknowledges that on the Depositor shall have no obligation or prior liability with respect to any breach of any representation or warranty with respect to the Initial Closing Date, Discover Bank delivered Mortgage Loans (except as set forth in Section 2.04) under any circumstances. With respect to each Substitute Mortgage Loan the Seller shall deliver to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation or a Custodian on behalf of the Trustee), for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Seller or a Servicer (other than RFC and Washington Mutual) has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator, the Trustee to accept and any Custodian. Upon such substitution of a Mortgage Loan by the Receivables Seller or a Servicer (other than RFC and Washington Mutual), each Substitute Mortgage Loan shall be subject to the condition that each terms of this Agreement in all respects, the Seller record and file, at its own expense, one or more financing statements, with respect shall be deemed to have made to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State Trustee with respect to such Seller) Substitute Mortgage Loan, as of the date of substitution, the representations and meeting warranties made pursuant to paragraph 4 of the requirements of law of such Applicable State, in such manner as is necessary Mortgage Loan Purchase Agreement and the applicable Servicer shall be deemed to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement. Upon any such substitution and the deposit to the Master Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt by the Trustee of a Request for Release, the Trustee shall release, or shall direct a Custodian to release, the Mortgage File relating to such Defective Mortgage Loan to applicable Person and shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, without recourse, as shall be necessary to vest title in such Person or its designee to the Trustee's interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02. For any month in which Seller or a Servicer (other than RFC and Washington Mutual) substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans substituted by such Person in a Loan Group as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans in a Loan Group substituted by such Person (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be remitted by such Person to the Master Servicer for deposit to the Master Servicer Custodial Account on or prior before the 18th day of the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Trustee shall retain or shall cause a Custodian to retain, as applicable, possession and custody of each Mortgage File in accordance with and subject to the Initial Closing Date. (c) terms and conditions set forth herein. The Trustee hereby agrees not Master Servicer shall cause to disclose to any Person any information contained in Schedule 1 or be promptly delivered to the Trustee by any Seller pursuant or the Custodian on behalf of the Trustee, as the case may be, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Master Servicer's possession from time to Sections 2.01 time. The Trustee or 2.10a Custodian, except on behalf of the Trustee, shall be under no duty or obligation (i) as is required in connection with to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the performance of its duties hereunder; represented purpose or that they are other than what they purport to be on their face or (ii) as is required to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with enforcing making the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is certifications required to comply with Requirements of Law or any court order applicable hereunder, to the Trustee. The Trustee shall, through the Sellers as extent a title search or opinion of counsel has been provided in Section 2.09(a)lieu of a title policy for any Mortgage Loan, make all necessary disclosures in order to comply with the UCC Trustee or a Custodian on its behalf, as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewithapplicable, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless only be responsible for confirming that a title search or opinion of counsel has been provided for such disclosure is required sooner by law or by any court order applicable to the TrusteeMortgage Loan. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forthMortgage Loans. (b) Each applicable Custodian will review, for the benefit of all Certificateholders. The the Trustee further acknowledges that on or prior to and Certificateholders and the Initial Closing Dateparties hereto, Discover Bank delivered each applicable Trustee Mortgage Loan File and deliver to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation of the Trustee to accept the Receivables shall be subject with a copy to the condition that each Seller record and fileDepositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A with respect to each applicable Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or such Custodian’s possession; (ii) all documents have been examined by such Xxxxxxxxx and appear regular on their face and to relate to the Mortgage Loans; and (iii) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that such Seller) Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), each Custodian may rely conclusively on the applicable Mortgage Loan Schedule attached hereto, and meeting each such Custodian shall have no obligation to independently verify the requirements of law correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, each Custodian, on behalf of the Trustee, shall examine the applicable Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the principal amount shown on the Mortgage Loan Schedule of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before April 30, 2007, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan; provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement. An updated exceptions report for the performance Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in April 2006, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Trust Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The data collection schedule attached to the Trust Receipt, if any, shall not be included unless specifically requested in connection with enforcing advance by the rights of the Certificateholders Purchaser or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNeither Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law Depositor or by any court order applicable to the Trustee. (df) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all applicable documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the applicable Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the applicable Custodian of any notices delivered to createthe Trustee with respect to those Trustee Mortgage Loan Files. (g) To the extent a Servicer requests the consent of the Trust with respect to any servicing-related matter for which the applicable Servicer is required to seek consent of the Trustee under the applicable Servicing Agreement, assume or incur indebtedness or other liabilities the Trustee upon written request and in consultation with the Master Servicer, shall promptly evaluate such request for consent in the name best interest of the Certificateholders Trust and the Certificateholders, and grant or withhold such consent accordingly; provided, however, that in connection with any such determination, the Trustee may request and require receipt of an Opinion of Counsel, at the sole expense of the Servicer, that such servicing-related matter will not adversely affect the Trust or the Trust other than Certificateholders and will not adversely affect the status of any REMIC as contemplated in this Agreementa REMIC.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of "Trust Estate" in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” "Exceptions List"): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (f) of the UCC definition of Trustee Mortgage Loan File are in the Trustee's or Custodian's possession; (ii) all documents required to be delivered to it pursuant to clause 1(g) of the definition of Trustee Mortgage Loan File are in the Trustee's or Custodian's possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (h) of the definition of Trustee Mortgage Loan File are in the Custodian's possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to such Seller) confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and meeting the requirements of law Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, shall examine the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteerelated note. (d) The Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall have no power deliver to create, assume each Servicer (or incur indebtedness or such other liabilities party responsible for recordation of any Mortgages and/or assignments as specified in the name related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Certificateholders Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trust other than Trustee Mortgage Loan Files on its behalf and to review them as contemplated provided in this AgreementSection 2.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the applicable Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forthMortgage Loans. (a) Each applicable Custodian will review, for the benefit of all Certificateholders. The the Trustee further acknowledges that on or prior to and Certificateholders and the Initial Closing Dateparties hereto, Discover Bank delivered each applicable Trustee Mortgage Loan File and deliver to the Trustee Schedule 1 (with a copy to the Depositor) on the Closing Date a Trust Receipt, in the form annexed hereto as Exhibit A with respect to each applicable Mortgage Loan to the effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and (g) of the definition of Trustee Mortgage Loan File are in the Trustee’s or such Custodian’s possession; (ii) all documents have been examined by such Xxxxxxxxx and appear regular on their face and to relate to the Mortgage Loans; and (iii) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that such Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.01 hereof2.02(b), each Custodian may rely conclusively on the applicable Mortgage Loan Schedule attached hereto, and each such Custodian shall have no obligation to independently verify the correctness of such Mortgage Loan Schedule. (b) The obligation It is understood that before delivering the Trust Receipt, each Custodian, on behalf of the Trustee Trustee, shall examine the applicable Mortgage Loan Documents to accept confirm the Receivables following (and shall be subject report any exceptions to these confirmations in the Exceptions Report attached to the condition Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that each Seller record appear on their face to be original and filethat purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, at its own expenseif photocopies are permitted, one that such copies bear a reproduction of such signature or more financing statements, with respect signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to the Receivables then existing and thereafter created, for the sale of “accounts” clause (as defined in Section 9-102(a)(2a) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in definition of Trustee Mortgage Loan File; (iii) the Applicable State with respect principal amount shown on the Mortgage Loan Schedule of the indebtedness secured by the mortgage is identical to such Sellerthe original principal amount of the mortgage note; (iv) and meeting the requirements of law of such Applicable State, in such manner as interest rate shown on the Mortgage Loan Schedule is necessary identical to perfect the sale and interest rate shown on the mortgage note; (v) the assignment of such Receivables to the Trustmortgage from the related Seller (or its affiliate, and to deliver a file-stamped copy of such financing statement or other evidence of such filing if applicable) to the Trustee on is in the form required pursuant to clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or prior its affiliate, if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (vi) if intervening assignments are included in the Initial Closing DateTrustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 On or delivered before January 30, 2007, each Custodian shall deliver to the Trustee by (or any Seller pursuant assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan; provided, however, that such Custodian shall not be required nor does it intend to Sections 2.01 or 2.10, except (i) as is required re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement. An updated exceptions report for the performance of its duties hereunder; (ii) as Mortgage Loans is required in connection with enforcing the rights of the Certificateholders or attached to a Successor Master Servicer appointed pursuant such Custodian’s Final Certification to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to be delivered under this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee2.02. (d) Upon the written request of a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in January 2006, each Custodian shall deliver to each related Servicer (or such other party responsible for recordation of any mortgages and/or assignments as specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Trust Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The data collection schedule attached to the Trust Receipt, if any, shall not be included unless specifically requested in advance by the Purchaser or the Trustee. Neither Custodian shall be under a duty to review, inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the term of this Agreement, in the event a Custodian discovers any nonconformity with the review set forth in this Section 2.02 with respect to such Trustee Mortgage Loan Files, such Custodian shall give written notice of such defect to the Purchaser. (e) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 9.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all applicable documents to such Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the applicable Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the applicable Custodian of any notices delivered to createthe Trustee with respect to those Trustee Mortgage Loan Files. (f) To the extent a Servicer requests the consent of the Trust with respect to any servicing-related matter for which the applicable Servicer is required to seek consent of the Trustee under the applicable Servicing Agreement, assume or incur indebtedness or other liabilities the Trustee upon written request and in consultation with the Master Servicer, shall promptly evaluate such request for consent in the name best interest of the Certificateholders Trust and the Certificateholders, and grant or withhold such consent accordingly; provided, however, that in connection with any such determination, the Trustee may request and require receipt of an Opinion of Counsel, at the sole expense of the Servicer, that such servicing-related matter will not adversely affect the Trust or the Trust other than Certificateholders and will not adversely affect the status of any REMIC as contemplated in this Agreementa REMIC.

Acceptance by the Trustee. or Custodian of the Mortgage Loans. Subject to the provisions of the following paragraph, the Trustee declares that it, or a Custodian as its agent, will hold the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian as its agent, as the case may be, constituting the Mortgage Files, and that it will hold such other assets as are included in the Trust Estate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. Upon execution and delivery of this document, the Trustee shall deliver or cause a Custodian to deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit K (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review, the Mortgage Files in such Person's possession, and shall deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit L (the "Final Certification") to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Trustee or a Custodian, as the case may be, may conclusively rely on the purported genuineness of any such document and any signature thereon. If, in the course of such review, the Trustee or a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File or if the Depositor, the Master Servicer, the Trustee, a Custodian or the Securities Administrator discovers a breach by a Servicer or the Seller of any representation, warranty or covenant under the Servicing Agreements or the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Master Servicer, the Seller, such Servicer and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the applicable Servicer or the Seller, as applicable, deliver such missing documentation or cure such defect or breach within 90 days of its discovery or its receipt of notice of any such failure to meet the requirements of Section 2.01 or of such breach. If the Seller or the applicable Servicer, as applicable, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the applicable Servicer's or Seller's obligation, as the case may be, under the applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the applicable Servicer or Seller, as applicable, to either (a) The Trustee hereby undertakes other than in the case of RFC, PHH and Washington Mutual, substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to perform its obligations as the conditions set forth hereinbelow or (b) purchase such Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase must occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. Subject Notwithstanding any contrary provision of this Agreement, no substitution pursuant to this Section 2.02 shall be made more than 90 days after the Closing Date unless the Depositor delivers to the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee, the Securities Administrator or the Trust Estate, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Trustee's review (or a Custodian's review on its behalf) of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 4.03(b2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the related Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. In the event of a discovery of a breach of any representation or warranty of a related Servicer or the Seller, the Trustee shall enforce the rights of the Trust under the Servicing Agreements and the Mortgage Loan Purchase Agreement for the benefit of the Certificateholders. In the event of a breach of the representations or warranties with respect to the Mortgage Loans set forth in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be indemnified for such breach of representation or warranty. In addition, if a breach of a representation with respect to a Mortgage Loan set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee shall enforce the right of the Trust to reimbursement by the Seller for all costs or damages incurred by the Trust as a result of the violation of such law (such amount, the "Reimbursement Amount"), but in the case of a breach of a representation set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement, only to the extent the applicable Servicer does not so reimburse the Trust. It is understood and agreed that, except for any indemnification provided in the Servicing Agreements and the payment of any Reimbursement Amount, the obligation of a Servicer or the Seller to cure or to repurchase (or, other than in the case of RFC, PHH and Washington Mutual, to substitute for) any Mortgage Loan 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 sole remedy against a Servicer or the Seller in respect of such omission, defect or breach available to the Trustee on behalf of the Trust, with Certificateholders. With respect to the consent of Discover Bank on behalf representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement that are made to the best of the Holder of Seller's knowledge or as to which the Seller Certificatehad no knowledge, hereby agrees to allow (without further action if it is discovered by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofDepositor, the Master Servicer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. It is understood and agreed that the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee or a Custodian on the Trustee's behalf and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, substitute for disbursement or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in accordance the Mortgage Loan Purchase Agreement. The representations and warranties of each Servicer with respect to the terms applicable Mortgage Loans in the related Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of Article IV hereofthe date specified in such Servicing Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Servicer under the related Servicing Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Servicer under any applicable representation or warranty made by it. The Trustee hereby acknowledges its acceptance on behalf that the Seller shall have no obligation or liability with respect to any breach of the Trust of all right, title and interest previously held a representation or warranty made by Discover Bank in and it with respect to the Receivables existing as Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant applicable Servicer in the applicable Servicing Agreement, without regard to Section 2.01 hereof, and declares that it shall maintain whether such right, title and interest, upon the trust herein set forth, for the benefit Servicer fulfills its contractual obligations in respect of all Certificateholderssuch representation or warranty. The Trustee further acknowledges that on the Depositor shall have no obligation or prior liability with respect to any breach of any representation or warranty with respect to the Initial Closing Date, Discover Bank delivered Mortgage Loans (except as set forth in Section 2.04) under any circumstances. With respect to each Substitute Mortgage Loan the Seller shall deliver to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation or a Custodian on behalf of the Trustee), for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Seller or a Servicer (other than RFC, PHH and Washington Mutual) has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator, the Trustee to accept and any Custodian. Upon such substitution of a Mortgage Loan by the Receivables Seller or a Servicer (other than RFC, PHH and Washington Mutual), each Substitute Mortgage Loan shall be subject to the condition that each terms of this Agreement in all respects, the Seller record and file, at its own expense, one or more financing statements, with respect shall be deemed to have made to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State Trustee with respect to such Seller) Substitute Mortgage Loan, as of the date of substitution, the representations and meeting warranties made pursuant to paragraph 4 of the requirements of law of such Applicable State, in such manner as is necessary Mortgage Loan Purchase Agreement and the applicable Servicer shall be deemed to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement. Upon any such substitution and the deposit to the Master Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt by the Trustee of a Request for Release, the Trustee shall release, or shall direct a Custodian to release, the Mortgage File relating to such Defective Mortgage Loan to applicable Person and shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, without recourse, as shall be necessary to vest title in such Person or its designee to the Trustee's interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02. For any month in which Seller or a Servicer (other than RFC, PHH and Washington Mutual) substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans substituted by such Person in a Loan Group as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans in a Loan Group substituted by such Person (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be remitted by such Person to the Master Servicer for deposit to the Master Servicer Custodial Account on or prior before the 18th day of the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Trustee shall retain or shall cause a Custodian to retain, as applicable, possession and custody of each Mortgage File in accordance with and subject to the Initial Closing Date. (c) terms and conditions set forth herein. The Trustee hereby agrees not Master Servicer shall cause to disclose to any Person any information contained in Schedule 1 or be promptly delivered to the Trustee by any Seller pursuant or a Custodian on behalf of the Trustee, as the case may be, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Master Servicer's possession from time to Sections 2.01 time. The Trustee or 2.10a Custodian, except on behalf of the Trustee, shall be under no duty or obligation (i) as is required in connection with to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the performance of its duties hereunder; represented purpose or that they are other than what they purport to be on their face or (ii) as is required to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with enforcing making the rights certifications required hereunder, to the extent a title search or opinion of counsel has been provided in lieu of a title policy for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable, shall only be responsible for confirming that a title search or opinion of counsel has been provided for such Mortgage Loan. The Securities Administrator is hereby directed to execute and deliver, on behalf of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to Trust, the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Yield Maintenance Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes acknowledges receipt by itself or the Custodians of the documents identified in the Initial Certification in the form annexed hereto as Exhibit G and declares that it or the Custodians on its behalf hold and will hold the documents delivered to perform its obligations it or the Custodians, respectively, constituting the Mortgage Files, and that it or the related Custodian holds or will hold such other assets as set forth hereinare included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. Subject The Trustee acknowledges that it or the related Custodian will maintain possession of the Mortgage Notes in the State of Illinois or the State of Minnesota, as directed by the Seller, unless otherwise permitted by the Rating Agencies. Each Custodian is required under the related Custodial Agreement to Section 4.03(b)execute and deliver on the Closing Date to the Depositor, the Trustee on behalf of the TrustSeller, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement and the Servicers an Initial Certification in accordance the form annexed hereto as Exhibit G with respect to the terms of Article IV hereofMortgage Loans delivered to such Custodian. The Trustee hereby acknowledges shall deliver on the Closing Date to the Depositor, the Seller, the Trustee, the Master Servicer and the Servicers an Initial Certification in the form annexed hereto as Exhibit G with respect to the Mortgage Loans delivered to the Trustee. Based on its acceptance respective review and examination, and only as to the documents identified in such related Initial Certification, pursuant to the Custodial Agreement, each Custodian will acknowledge that such documents delivered to it appear regular on behalf their face and relate to such Mortgage Loan and pursuant to this Agreement the Trustee will acknowledge that such documents delivered to it appear regular on their face and relate to such Mortgage Loan. Neither the Trustee nor the Custodians shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 90 days after the Closing Date, the Trustee and the Custodians are each required to deliver to the Depositor, the Seller, the Trustee, the Master Servicer and the Servicers a Final Certification with respect to the Mortgage Loans delivered to it in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon. If, in the course of such review, the Trust Trustee or a Custodian, as applicable, finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee or, pursuant to the related Custodial Agreement, the related Custodian, will list such as an exception in the Final Certification; provided, however, that neither the Trustee nor the Custodians shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest previously held by Discover Bank of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the Receivables existing as assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall promptly correct or cure such defect within 120 days from the date it was so notified of such defect and, if the Seller does not correct or cure such defect within such period and such defect materially and adversely affects the interests of the Cut-Off Date Certificateholders in the related Mortgage Loan, the Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and thereafter created and Interchange conveyed by Discover Bank subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 120 days from the date the Seller was notified of such defect in writing at the Repurchase Price of such Mortgage Loan; provided, however, that in no event shall such substitution or repurchase occur more than 540 days from the Closing Date, except that if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then such substitution or repurchase shall occur within 720 days from the Closing Date; and further provided, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan solely as a result of the Trustee’s failure to record such Assignment of Mortgage. The Trustee, or the related Custodian on its behalf, shall deliver written notice to each Rating Agency within 360 days from the Closing Date indicating each Mortgage Loan (a) the Assignment of Mortgage which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter until the Assignment of Mortgage for the related Mortgage Loan is returned to the Trustee or the dispute as to location or status has been resolved. Any such substitution pursuant to (a) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.01 2.05 hereof, if any, and declares that it any substitution pursuant to (a) above shall maintain not be effected prior to the additional delivery to the Trustee, from the related Servicer, of a Request for Release substantially in the form of Exhibit M. No substitution is permitted to be made in any calendar month after the Determination Date for such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholdersmonth. The Trustee further acknowledges that Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the Certificate Account on or prior to the Initial Closing Date, Discover Bank delivered Business Day immediately preceding such Distribution Date in the month following the month of repurchase. Upon receipt of such deposit the related Servicer shall deliver a certification with respect thereto in the form of Exhibit M hereto to the Trustee Schedule 1 hereto pursuant Trustee, with a copy to Section 2.01 hereof. (b) the related Custodian. The obligation Trustee, or the related Custodian on behalf of the Trustee Trustee, shall release the related Mortgage File to accept the Receivables Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be subject necessary to vest in such entity, or a designee, the condition that each Trustee’s interest in any Mortgage Loan released pursuant hereto. In furtherance of the foregoing, if the Seller record is not a member of MERS and filerepurchases a Mortgage Loan which is registered on the MERS® System, the Seller, at its own expenseexpense and without any right of reimbursement, one 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. With respect to any Mortgage Loan that is delinquent or in default and for which the Seller reasonably believes breaches a representation, warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which the Seller purchased from the Originator or prior holder of such Mortgage Loan, the Seller shall have the right to repurchase such Mortgage Loan from the Trust at any time in order to facilitate its rights against such Originator or prior holder of such Mortgage Loan at a price equal to the Repurchase Price; provided, however, that in no event shall such repurchase take place with respect to Mortgage Loans constituting more financing statementsthan 5% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans plus amounts in deposit in the Pre-Funding Account as of the Closing Date. Any such repurchase by the Seller pursuant to this provision shall be effected in accordance with the provisions of Section 2.03(f). In the event that the Seller exercises such option, the Repurchase Price therefore shall be deposited in the Certificate Account. Upon such deposit of the Repurchase Price, the related Servicer shall deliver a Request for Release in the form of Exhibit M hereto to the Trustee, with copies to the applicable Custodian. The applicable Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Seller, and the Trustee shall execute and deliver at the Seller’s discretion such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer title from the Trustee to the Seller. Pursuant to the related Custodial Agreement, the related Custodian is required to execute and deliver on the Subsequent Transfer Date to the Depositor, the Seller, the Trustee, the Master Servicer and the Servicers an Initial Certification in the form annexed hereto as Exhibit G. Based on its review and examination, and only as to the documents identified in such Initial Certification, the related Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian shall be under a duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Pursuant to the related Custodial Agreement, not later than 90 days after the end of the Pre-Funding Period, the related Custodian is required to deliver to the Depositor, the Seller, the Trustee and the related Servicer a Final Certification with respect to the Receivables then existing and thereafter createdSubsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon. If, for in the sale course of “accounts” (as defined in Section 9-102(a)(2) such review of the UCC or Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a comparable or successor provision theretopart of a Mortgage File which does not meet the requirements of Section 2.01, pursuant to the related Custodial Agreement, the related Custodian will be required to list such as an exception in the Final Certification; provided, however numberedthat neither the Trustee nor the related Custodian shall make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with Section 2.02(a). Pursuant to the Applicable State related Custodial Agreement, if a Custodian discovers any defect with respect to any Mortgage File, the Custodian shall give written specification of such defect to the Trustee and the Seller) . The Seller shall be responsible for completing or correcting any missing, incomplete or inconsistent documents. It is understood and meeting agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of law of Section 2.01 shall constitute the sole remedy respecting such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable defect available to the Trustee, the Depositor and any Certificateholder against the Seller. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order shall pay to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements each Custodian from time to time during normal business hours. The reasonable compensation for all services rendered by it hereunder or under the related Custodial Agreement, and the Trustee shall provide the Sellers pay or reimburse each Custodian upon its request for all reasonable expenses, disbursements and advances incurred or made by such Custodian in accordance with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders provisions of this Agreement or the Trust other than related Custodial Agreement, except any such expense, disbursement or advance as contemplated in this Agreementmay arise from its negligence or bad faith.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or Custodian’s possession, provided that, (A) the Custodian shall have no obligation to verify the receipt of any such Sellerdocuments the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by the Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before April 30, 2007, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in April 2006, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The Data Collection Schedule shall not be included unless specifically requested in connection with enforcing advance by such Servicer, the rights of the Certificateholders Depositor or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNeither Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law Depositor or by any court order applicable to the Trustee. (df) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. or Custodian of the Mortgage Loans. Subject to the provisions of the following paragraph, the Trustee declares that it, or a Custodian as its agent, will hold the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian as its agent, as the case may be, constituting the Mortgage Files, and that it will hold such other assets as are included in the Trust Estate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. Upon execution and delivery of this document, the Trustee shall deliver or cause a Custodian to deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit K (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review, the Mortgage Files in such Person's possession, and shall deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit L (the "Final Certification") to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Trustee or a Custodian, as the case may be, may conclusively rely on the purported genuineness of any such document and any signature thereon. If, in the course of such review, the Trustee or a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File or if the Depositor, the Master Servicer, the Trustee, a Custodian or the Securities Administrator discovers a breach by a Servicer or the Seller of any representation, warranty or covenant under the Servicing Agreements or the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Master Servicer, the Seller, such Servicer and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the applicable Servicer or the Seller, as applicable, deliver such missing documentation or cure such defect or breach within 90 days of its discovery or its receipt of notice of any such failure to meet the requirements of Section 2.01 or of such breach. If the Seller or the applicable Servicer, as applicable, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the applicable Servicer's or Seller's obligation, as the case may be, under the applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the applicable Servicer or Seller, as applicable, to either (a) The Trustee hereby undertakes other than in the case of RFC, PHH and Washington Mutual, substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to perform its obligations as the conditions set forth hereinbelow or (b) purchase such Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase must occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. Subject Notwithstanding any contrary provision of this Agreement, no substitution pursuant to this Section 2.02 shall be made more than 90 days after the Closing Date unless the Depositor delivers to the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee, the Securities Administrator or the Trust Estate, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Trustee's review (or a Custodian's review on its behalf) of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 4.03(b2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the related Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. In the event of a discovery of a breach of any representation or warranty of a related Servicer or the Seller, the Trustee shall enforce the rights of the Trust under the Servicing Agreements and the Mortgage Loan Purchase Agreement for the benefit of the Certificateholders. In the event of a breach of the representations or warranties with respect to the Mortgage Loans set forth in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be indemnified for such breach of representation or warranty. In addition, if a breach of a representation with respect to a Mortgage Loan set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee shall enforce the right of the Trust to reimbursement by the Seller for all costs or damages incurred by the Trust as a result of the violation of such law (such amount, the "Reimbursement Amount"), but in the case of a breach of a representation set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement, only to the extent the applicable Servicer does not so reimburse the Trust. It is understood and agreed that, except for any indemnification provided in the Servicing Agreements and the payment of any Reimbursement Amount, the obligation of a Servicer or the Seller to cure or to repurchase (or, other than in the case of RFC, PHH and Washington Mutual, to substitute for) any Mortgage Loan 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 sole remedy against a Servicer or the Seller in respect of such omission, defect or breach available to the Trustee on behalf of the Trust, with Certificateholders. With respect to the consent of Discover Bank on behalf representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement that are made to the best of the Holder of Seller's knowledge or as to which the Seller Certificatehad no knowledge, hereby agrees to allow (without further action if it is discovered by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofDepositor, the Master Servicer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. It is understood and agreed that the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee or a Custodian on the Trustee's behalf and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, substitute for disbursement or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in accordance the Mortgage Loan Purchase Agreement. The representations and warranties of each Servicer with respect to the terms applicable Mortgage Loans in the related Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of Article IV hereofthe date specified in such Servicing Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Servicer under the related Servicing Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Servicer under any applicable representation or warranty made by it. The Trustee hereby acknowledges its acceptance on behalf that the Seller shall have no obligation or liability with respect to any breach of the Trust of all right, title and interest previously held a representation or warranty made by Discover Bank in and it with respect to the Receivables existing as Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant applicable Servicer in the applicable Servicing Agreement, without regard to Section 2.01 hereof, and declares that it shall maintain whether such right, title and interest, upon the trust herein set forth, for the benefit Servicer fulfills its contractual obligations in respect of all Certificateholderssuch representation or warranty. The Trustee further acknowledges that on the Depositor shall have no obligation or prior liability with respect to any breach of any representation or warranty with respect to the Initial Closing Date, Discover Bank delivered Mortgage Loans (except as set forth in Section 2.04) under any circumstances. With respect to each Substitute Mortgage Loan the Seller shall deliver to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation or a Custodian on behalf of the Trustee), for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Seller or a Servicer (other than RFC, PHH and Washington Mutual) has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator, the Trustee to accept and any Custodian. Upon such substitution of a Mortgage Loan by the Receivables Seller or a Servicer (other than RFC, PHH and Washington Mutual), each Substitute Mortgage Loan shall be subject to the condition that each terms of this Agreement in all respects, the Seller record and file, at its own expense, one or more financing statements, with respect shall be deemed to have made to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State Trustee with respect to such Seller) Substitute Mortgage Loan, as of the date of substitution, the representations and meeting warranties made pursuant to paragraph 4 of the requirements of law of such Applicable State, in such manner as is necessary Mortgage Loan Purchase Agreement and the applicable Servicer shall be deemed to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement. Upon any such substitution and the deposit to the Master Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt by the Trustee of a Request for Release, the Trustee shall release, or shall direct a Custodian to release, the Mortgage File relating to such Defective Mortgage Loan to applicable Person and shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, without recourse, as shall be necessary to vest title in such Person or its designee to the Trustee's interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02. For any month in which Seller or a Servicer (other than RFC, PHH and Washington Mutual) substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans substituted by such Person in a Loan Group as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans in a Loan Group substituted by such Person (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be remitted by such Person to the Master Servicer for deposit to the Master Servicer Custodial Account on or prior before the 18th day of the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Trustee shall retain or shall cause a Custodian to retain, as applicable, possession and custody of each Mortgage File in accordance with and subject to the Initial Closing Date. (c) terms and conditions set forth herein. The Trustee hereby agrees not Master Servicer shall cause to disclose to any Person any information contained in Schedule 1 or be promptly delivered to the Trustee by any Seller pursuant or a Custodian on behalf of the Trustee, as the case may be, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Master Servicer's possession from time to Sections 2.01 time. The Trustee or 2.10a Custodian, except on behalf of the Trustee, shall be under no duty or obligation (i) as is required in connection with to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the performance of its duties hereunder; represented purpose or that they are other than what they purport to be on their face or (ii) as is required to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with enforcing making the rights of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is certifications required to comply with Requirements of Law or any court order applicable hereunder, to the Trustee. The Trustee shall, through the Sellers as extent a title search or opinion of counsel has been provided in Section 2.09(a)lieu of a title policy for any Mortgage Loan, make all necessary disclosures in order to comply with the UCC Trustee or a Custodian on its behalf, as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewithapplicable, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless only be responsible for confirming that a title search or opinion of counsel has been provided for such disclosure is required sooner by law or by any court order applicable to the TrusteeMortgage Loan. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform its obligations of the Mortgage Loans Except as set forth herein. Subject to Section 4.03(bin the exception report delivered contemporaneously herewith (the "Exception Report"), the Trustee acknowledges receipt of the Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does not acknowledge receipt of all documents required to be included in such Mortgage File) with respect to each Mortgage Loan and declares that it holds and will hold such documents and any other documents constituting a part of the Mortgage Files delivered to it in trust for the use and benefit of all present and future Certificateholders. The Depositor will cause the Sponsor to repurchase any Mortgage Loan to which a material exception was taken in the Exception Report unless such exception is cured to the satisfaction of the Depositor and the Trustee within forty-five (45) Business Days of the Closing Date. The Trustee acknowledges receipt of the three Corridor Contracts (forms of which are attached hereto as Exhibits M-1, M-2 and M-3) and the FFFC Purchase Agreement. The Trustee acknowledges receipt of the Swap Agreement that will be held in the Supplemental Interest Trust and is hereby instructed to enter into the Swap Agreement, not in its individual capacity, but solely as Supplemental Interest Trust Trustee. The Trustee agrees, for the benefit of Certificateholders and the NIMs Insurer to review each Mortgage File delivered to it within sixty (60) days after the Closing Date. The Trustee will ascertain and to certify, within seventy (70) days of the Closing Date, to the NIMs Insurers, the Depositor and the Servicer that all documents required by Section 2.01 (A)-(B), (C) (if applicable), and (D)-(E), and the documents if actually received by it, under Section 2.01(F), have been executed and received, and that such documents relate to the Mortgage Loans identified in Exhibit B that have been conveyed to it. It is herein acknowledged that, in conducting such review, the Trustee shall not be under any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable or appropriate for the represented purpose, that they have actually been recorded or that they are other than what they purport to be on their face. If the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective (that is, mutilated, damaged, defaced or unexecuted) in any material respect, the Trustee shall promptly (and in any event within no more than five (5) Business Days) after such finding so notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor. In addition, the Trustee shall also notify the NIMs Insurer, the Servicer, the Sponsor and the Depositor if the original Mortgage with evidence of recording thereon with respect to a Mortgage Loan is not received within seventy (70) days of the Closing Date; if it has not been received because of a delay caused by the public recording office where such Mortgage has been delivered for recordation, the Depositor shall deliver or cause to be delivered to the Trustee written notice stating that such Mortgage has been delivered to the appropriate public recording office for recordation and thereafter the Depositor shall deliver or cause to be delivered such Mortgage with evidence of recording thereon upon receipt thereof from the public recording office. The Trustee shall request that the Sponsor correct or cure such omission, defect or other irregularity, or substitute a Mortgage Loan pursuant to the provisions of Section 2.03(c), within ninety (90) days from the date the Sponsor was notified of such omission or defect and, if the Sponsor does not correct or cure such omission or defect within such period, that the Sponsor purchase such Mortgage Loan from the Issuing Entity within ninety (90) days from the date the Trustee notified the Sponsor of such omission, defect or other irregularity at the Purchase Price of such Mortgage Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the Certificate Account or Collection Account, as appropriate, promptly upon receipt, and upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer or receipt of such deposit by the Trustee, the Trustee, upon receipt of a Request for Release and certification of the Servicer of such required deposit, shall promptly release to the Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, without recourse, as shall be requested by the Sponsor and necessary to vest in the Sponsor or its designee, as the case may be, any Mortgage Loan released pursuant hereto, and the Trustee shall have no further responsibility with regard to such Mortgage Loan. It is understood and agreed that the obligation of the Sponsor to purchase, cure or substitute any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect or omission available to the Trustee on behalf of Certificateholders and the TrustNIMs Insurer. The preceding sentence shall not, with the consent of Discover Bank on behalf of the Holder of the Seller Certificatehowever, hereby agrees limit any remedies available to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofCertificateholders, the Master Servicer for disbursement in accordance with NIMs Insurer, the terms of Article IV hereofDepositor or the Trustee pursuant to the FFFC Purchase Agreement. The Trustee hereby acknowledges its acceptance on behalf of the Trust of all rightshall be under no duty or obligation to inspect, title review and interest previously held by Discover Bank in and examine such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, recordable, duly authorized, sufficient, legal, valid or appropriate to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant represented purpose, or that they have actually been recorded, or that they are other than what they purport to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholdersbe on their face. The Trustee further acknowledges that on or prior shall keep confidential the name of each Mortgagor except as required for the performance of this Agreement and the Trustee shall not solicit any such Mortgagor for the purpose of refinancing the related Mortgage Loan; notwithstanding anything herein to the Initial Closing Datecontrary, Discover Bank delivered the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Trustee Schedule 1 hereto pursuant from sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to Section 2.01 hereof. do so by any applicable law, rule or regulation, (bB) The obligation to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the business of the Trustee or that of any Affiliate, (C) pursuant to accept any subpoena, civil investigation demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Receivables shall be subject Trustee or any Affiliate or an officer, director, employer or shareholder thereof is a party or (D) to the condition that each Seller record and fileany Affiliate, at its own expenseindependent or internal auditor, one agent, employee or more financing statements, with respect to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) attorney of the UCC or Trustee having a comparable or successor provision theretoneed to know the same, however numbered, as in effect in the Applicable State with respect to such Seller) and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to provided that the Trustee on or prior to the Initial Closing Date. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to the Trustee by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights advises such recipient of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 confidential nature of the information being disclosed, or (iii) as is required to comply with Requirements any other disclosure authorized by the Depositor. Within seventy (70) days of Law or any court order applicable the Closing Date, the Trustee shall deliver to the Trustee. The Trustee shallNIMs Insurer, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with Depositor and the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect Servicer the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c)'s Certification, unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities substantially in the name form of Exhibit D attached hereto, evidencing the completeness of the Certificateholders or the Trust other than as contemplated in this AgreementMortgage Files, with any exceptions noted thereto.

Acceptance by the Trustee. or Custodian of the Mortgage Loans. Subject to the provisions of the following paragraph, the Trustee declares that it, or a Custodian as its agent, will hold the documents referred to in Section 2.01 and the other documents delivered to it or a Custodian as its agent, as the case may be, constituting the Mortgage Files, and that it will hold such other assets as are included in the Trust Estate delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. Upon execution and delivery of this document, the Trustee shall deliver or cause a Custodian to deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit K (the "Initial Certification") to the effect that, except as may be specified in a list of exceptions attached thereto, such Person has received the original Mortgage Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule. Within 90 days after the execution and delivery of this Agreement, the Trustee shall review, or cause a Custodian, on behalf of the Trustee, to review, the Mortgage Files in such Person's possession, and shall deliver to the Depositor and the Master Servicer a certification in the form attached hereto as Exhibit L (the "Final Certification") to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified in a list of exceptions attached to such Final Certification, such Mortgage File contains all of the items required to be delivered pursuant to Section 2.01(b). In performing any such review, the Trustee or a Custodian, as the case may be, may conclusively rely on the purported genuineness of any such document and any signature thereon. If, in the course of such review, the Trustee or a Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01 or is omitted from such Mortgage File or if the Depositor, the Master Servicer, the Trustee, a Custodian or the Securities Administrator discovers a breach by a Servicer or the Seller of any representation, warranty or covenant under the Servicing Agreements or the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan and such breach materially adversely affects the interest of the Certificateholders in the related Mortgage Loan (provided that any such breach that causes the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code shall be deemed to materially and adversely affect the interests of the Certificateholders), then such party shall promptly so notify the Master Servicer, the Seller, such Servicer and the Depositor of such failure to meet the requirements of Section 2.01 or of such breach and request that the applicable Servicer or the Seller, as applicable, deliver such missing documentation or cure such defect or breach within 90 days of its discovery or its receipt of notice of any such failure to meet the requirements of Section 2.01 or of such breach. If the Seller or the applicable Servicer, as applicable, does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the applicable Servicer's or Seller's obligation, as the case may be, under the applicable Servicing Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the applicable Servicer or Seller, as applicable, to either (a) The Trustee hereby undertakes other than in the case of RFC and PHH, substitute for the related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to perform its obligations as the conditions set forth hereinbelow or (b) purchase such Mortgage Loan from the Trust at the Purchase Price for such Mortgage Loan; provided, however, that in no event shall such a substitution occur more than two years from the Closing Date; provided, further, that such substitution or repurchase must occur within 90 days of when such defect was discovered if such defect will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code. Subject Notwithstanding any contrary provision of this Agreement, no substitution pursuant to this Section 2.02 shall be made more than 90 days after the Closing Date unless the Depositor delivers to the Securities Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee, the Securities Administrator or the Trust Estate, addressed to the Trustee and the Securities Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on any REMIC created hereunder or contributions after the Start-up Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding. It is understood that the scope of the Trustee's review (or a Custodian's review on its behalf) of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.01 have been received and further confirming that any and all documents delivered pursuant to Section 4.03(b2.01 appear on their face to have been executed and relate to the applicable Mortgage Loans identified in the related Mortgage Loan Schedule based solely upon the review of items (i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee nor any Custodian shall have any responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. In the event of a discovery of a breach of any representation or warranty of a related Servicer or the Seller, the Trustee shall enforce the rights of the Trust under the Servicing Agreements and the Mortgage Loan Purchase Agreement for the benefit of the Certificateholders. In the event of a breach of the representations or warranties with respect to the Mortgage Loans set forth in a Servicing Agreement, the Trustee shall enforce the right of the Trust to be indemnified for such breach of representation or warranty. In addition, if a breach of a representation with respect to a Mortgage Loan set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement occurs as a result of a violation of an applicable predatory or abusive lending law, the Trustee shall enforce the right of the Trust to reimbursement by the Seller for all costs or damages incurred by the Trust as a result of the violation of such law (such amount, the "Reimbursement Amount"), but in the case of a breach of a representation set forth in clauses (k) or (o) of paragraph 3 of the Mortgage Loan Purchase Agreement, only to the extent the applicable Servicer does not so reimburse the Trust. It is understood and agreed that, except for any indemnification provided in the Servicing Agreements and the payment of any Reimbursement Amount, the obligation of a Servicer or the Seller to cure or to repurchase (or, other than in the case of RFC and PHH, to substitute for) any Mortgage Loan 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 sole remedy against a Servicer or the Seller in respect of such omission, defect or breach available to the Trustee on behalf of the Trust, with Certificateholders. With respect to the consent of Discover Bank on behalf representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement that are made to the best of the Holder of Seller's knowledge or as to which the Seller Certificatehad no knowledge, hereby agrees to allow (without further action if it is discovered by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction ofDepositor, the Master Servicer or the Trustee that the substance of such representation or warranty is inaccurate and such inaccuracy materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan then, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. It is understood and agreed that the representations and warranties relating to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee or a Custodian on the Trustee's behalf and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Seller set forth in this Section 2.02 to cure, substitute for disbursement or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in accordance the Mortgage Loan Purchase Agreement. The representations and warranties of each Servicer with respect to the terms applicable Mortgage Loans in the related Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of Article IV hereofthe date specified in such Servicing Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Servicer under the related Servicing Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement, the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee's right to enforce the obligations of the applicable Servicer under any applicable representation or warranty made by it. The Trustee hereby acknowledges its acceptance on behalf that the Seller shall have no obligation or liability with respect to any breach of the Trust of all right, title and interest previously held a representation or warranty made by Discover Bank in and it with respect to the Receivables existing as Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant applicable Servicer in the applicable Servicing Agreement, without regard to Section 2.01 hereof, and declares that it shall maintain whether such right, title and interest, upon the trust herein set forth, for the benefit Servicer fulfills its contractual obligations in respect of all Certificateholderssuch representation or warranty. The Trustee further acknowledges that on the Depositor shall have no obligation or prior liability with respect to any breach of any representation or warranty with respect to the Initial Closing Date, Discover Bank delivered Mortgage Loans (except as set forth in Section 2.04) under any circumstances. With respect to each Substitute Mortgage Loan the Seller shall deliver to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereof. (b) The obligation or a Custodian on behalf of the Trustee), for the benefit of the Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of Mortgage (except for any Mortgage which has been recorded in the name of MERS or its designee), and such other documents and agreements as are otherwise required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Monthly Payments due with respect to any such Substitute Mortgage Loan in the month of substitution shall not be part of the Trust Estate. For the month of substitution, distributions to Certificateholders will include the Monthly Payment due for such month on any Defective Mortgage Loan for which the Seller or a Servicer (other than RFC and PHH) has substituted a Substitute Mortgage Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of each Mortgage Loan that has become a Defective Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Securities Administrator, the Trustee to accept and any Custodian. Upon such substitution of a Mortgage Loan by the Receivables Seller or a Servicer (other than RFC and PHH), each Substitute Mortgage Loan shall be subject to the condition that each terms of this Agreement in all respects, the Seller record and file, at its own expense, one or more financing statements, with respect shall be deemed to have made to the Receivables then existing and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State Trustee with respect to such Seller) Substitute Mortgage Loan, as of the date of substitution, the representations and meeting warranties made pursuant to paragraph 4 of the requirements of law of such Applicable State, in such manner as is necessary Mortgage Loan Purchase Agreement and the applicable Servicer shall be deemed to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing have made to the Trustee with respect to such Substitute Mortgage Loan, as of the date of substitution, the mortgage loan representations and warranties made pursuant to the applicable Servicing Agreement. Upon any such substitution and the deposit to the Master Servicer Custodial Account of any required Substitution Adjustment Amount (as described in the next paragraph) and receipt by the Trustee of a Request for Release, the Trustee shall release, or shall direct a Custodian to release, the Mortgage File relating to such Defective Mortgage Loan to applicable Person and shall execute and deliver at such Person's direction such instruments of transfer or assignment prepared by such Person, without recourse, as shall be necessary to vest title in such Person or its designee to the Trustee's interest in any Defective Mortgage Loan substituted for pursuant to this Section 2.02. For any month in which Seller or a Servicer (other than RFC and PHH) substitutes one or more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount (if any) by which the aggregate principal balance of all such Substitute Mortgage Loans substituted by such Person in a Loan Group as of the date of substitution is less than the aggregate Stated Principal Balance of all such Defective Mortgage Loans in a Loan Group substituted by such Person (after application of the principal portion of the Monthly Payments due in the month of substitution) (the "Substitution Adjustment Amount" for such Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Defective Mortgage Loans shall be remitted by such Person to the Master Servicer for deposit to the Master Servicer Custodial Account on or prior before the 18th day of the month succeeding the calendar month during which the related Mortgage Loan is required to be purchased or replaced hereunder. The Trustee shall retain or shall cause a Custodian to retain, as applicable, possession and custody of each Mortgage File in accordance with and subject to the Initial Closing Date. (c) terms and conditions set forth herein. The Trustee hereby agrees not Master Servicer shall cause to disclose to any Person any information contained in Schedule 1 or be promptly delivered to the Trustee by any Seller pursuant or a Custodian on behalf of the Trustee, as the case may be, upon the execution or, in the case of documents requiring recording, receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the Master Servicer's possession from time to Sections 2.01 time. The Trustee or 2.10a Custodian, except on behalf of the Trustee, shall be under no duty or obligation (i) as is required in connection with to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the performance of its duties hereunder; represented purpose or that they are other than what they purport to be on their face or (ii) as is required to determine whether any Mortgage File should include any of the documents specified in Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with enforcing making the rights certifications required hereunder, to the extent a title search or opinion of counsel has been provided in lieu of a title policy for any Mortgage Loan, the Trustee or a Custodian on its behalf, as applicable, shall only be responsible for confirming that a title search or opinion of counsel has been provided for such Mortgage Loan. The Securities Administrator is hereby directed to execute and deliver, on behalf of the Certificateholders or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to Trust, the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (d) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this Yield Maintenance Agreement.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of this Agreement, the Trustee acknowledges (i) receipt of each Asset Certificate identified on behalf of the Trust, with the consent of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow Asset Schedule and (without further action by the Trusteeii) that each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement Asset Certificate has been registered and delivered in accordance with the terms of Article IV hereofSection 2.2(a). The Trustee hereby acknowledges its acceptance on behalf declares that it holds and will hold such Asset Certificates as Trustee hereunder in trust, as part of the Trust Fund herein set forth for the use and benefit of all rightpresent and future Certificateholders and the Certificate Insurer. In addition, title and interest previously held by Discover Bank in and the Trustee, pursuant to Subsection (d) of this Section, acknowledges receipt of the Receivables existing Mortgage Files for the PWRES Mortgage Loans, as of the Cut-Off Date effective date of this Agreement, and thereafter created has reviewed or will review as required by Section 7.1(a), each Mortgage File to ascertain that all required documents have been exe cuted and Interchange conveyed by Discover Bank pursuant received, and that such documents relate to Section 2.01 hereofthe PWRES Mortgage Loans, and declares that it shall maintain holds and will hold such rightdocuments and the other documents constituting a part of the Mortgage Files delivered to it as Trustee in trust, title and interest, upon as a part of the trust Trust Fund herein set forth, forth for the use and benefit of all Certificateholderspresent and future Certificateholders and the Certificate Insurer. The Trustee further acknowledges that on or prior to To the Initial Closing Dateextent permitted by law, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant will not consent to Section 2.01 hereofa change in the inter est rate borne by any Mortgage Note. (b) The obligation Trustee shall not be responsible for the value, form, substance, validity, perfection, priority, effectiveness or enforceability of the Asset Certificates or any of the documents constituting the Mortgage File for the PWRES Mortgage Loans. The Trustee to may accept but shall not be responsible for examining, determining the Receivables shall be subject meaning or effect of or notifying or advising the Company or the Administrator in any way concerning any item or document relating to the condition that each Seller record and fileAsset Certificates, at its own expenseother than the Asset Certificates themselves, one or more financing statements, any item or document in a Mortgage File with respect to a PWRES Loan that is not one of the Receivables then existing and thereafter created, for the sale of “accounts” (as defined documents listed in Section 9-102(a)(2) of the UCC or a comparable or successor provision thereto, however numbered, as in effect in the Applicable State with respect to such Seller) 2.2(b). The Company shall be solely responsible for providing each and meeting the requirements of law of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing every document required for each Mortgage File to the Trustee on in a timely manner and for completing or prior correcting any missing, incomplete or inconsistent documents, and the Trustee shall not be responsible or liable for taking any such action or causing the Company or any other person or entity to the Initial Closing Datedo so. (c) The Trustee hereby agrees not to disclose to any Person any information contained in Schedule 1 or delivered to Under no circumstances shall the Trustee be obligated to verify the authenticity of any signature on any of the documents received or examined by any Seller pursuant to Sections 2.01 or 2.10, except (i) as is required it in connection with this Agreement or the performance authority or capacity of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders any person to execute or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or issue any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality of such information, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteedocument. (d) The By its execution of this Agreement and in acknowledging receipt of the PWRES Mortgage Loans pursuant to Section 2.3(a), the Trustee confirms, as of the Closing Date, that it is in possession of a Mortgage File for each PWRES Mortgage Loan listed on the Schedule of Mortgage Loans; all documents required to be in the Mortgage File are in its possession; such documents have been reviewed by it and appear regular on their face and relate to such PWRES Mortgage Loan; and based on its examination and only as to the foregoing documents, the Schedule of Mortgage Loans accurately reflects information set forth in the Mortgage File. It is understood that in making the foregoing confirmation, the Trustee shall have examine the Mortgage File to confirm solely that: (i) the Mortgage Note and Mortgage each appear to bear an original signature or signatures purporting to be the signature or signatures of the Person or Persons named as the Mortgagor or in the case of copies, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement to the Trustee or Custodian, neither the Mortgage Note, the Mortgage nor the assignment of the Mortgage contain any notations on their face which evidence any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the Mortgage is not less than the outstanding principal amount of the Mortgage Note as set forth on the Schedule of Mortgage Loans; (iv) the Mortgage Note appears to bear original endorsements which complete the chain of ownership from the named holder or payee endorsing the Mortgage Note to the order of "Texas Commerce Bank National Association, as Trustee or Custodian for the CMC Securities Corporation II REMIC Pass-Through Certificates, Series 1996-C, without recourse;" (v) each original of the assignment of Mortgage and any intervening assignments of the Mortgage, if applicable, appear to bear the original signature of the named mortgagee or beneficiary including any subsequent assignors, as applicable, or in the case of copies permitted, that such copies appear to bear a reproduction of such signature or signatures (but as to each assignment of the Mortgage without verification of the accuracy of the recording information of the related Mortgage contained within the body of such assignment); (vi) the description of the real property set forth in either the title insurance policy or the written commitment for the issuance of the title insurance policy is substantially identical to the real property description contained in the Mortgage; and (vii) the title insurance policy is not less than the outstanding principal amount of the Mortgage Note as set forth on the Schedule of Mortgage Loans (but no power confirmation of the amount so insured in comparison to createthe outstanding principal amount of the Mortgage Note shall be made with respect to the written commitment to issue the title insurance policy). In giving each of the certifications required above, assume the Trustee shall be under no duty or incur indebtedness obligation (i) to inspect, review or examine any such documents, instruments, securities or other liabilities in papers to determine that they or the name signatures thereon are genuine, enforceable, or appropriate for the represented purpose, (ii) to verify, other than by examination of the Certificateholders Mortgage File, that any such documents, instruments, securities or the Trust other papers have actually been recorded or that they are other than as contemplated what they purport to be on their face or (iii) to determine whether any Mortgage File should include any assumption agreement or modification agreement specified in Section 2.2(b)(v) or any document specified in Section 2.2(b)(viii). If the Trustee has determined that the Mortgage Files so received satisfy the requirements of this AgreementSection 2.3(d), the Trustee shall authenticate the Certificates upon the order of the Company.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and deliver to the condition that each Seller record and file, at its own expense, one or more financing statements, Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the Receivables then existing and thereafter createdeffect that, for except as specifically noted on a schedule of exceptions thereto (the sale of “accounts” Exceptions List”): (as defined in Section 9-102(a)(2i) all documents required to be delivered to it pursuant to clause (a) through (f) of the UCC definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession; (ii) all documents required to be delivered to it pursuant to clause 1(g) of the definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession, provided that (A) the Custodian shall have no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (iii) all powers of attorney required to be delivered to it pursuant to clause (h) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, provided that (A) the Custodian shall have no obligations to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a comparable or successor provision theretodocument that was recorded, however numbered, then the Custodian shall conclude that such power of attorney should have been recorded); (iv) all documents have been examined by the Custodian and appear regular on their face and to relate to the Mortgage Loans; and (v) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as in effect described in the Applicable State with respect definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to such Seller) confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and meeting the requirements of law Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, shall examine the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) except for the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Loan Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 or 2.10, except clause (ic) as is required in connection with the performance of its duties hereunder; (ii) as is required in connection with enforcing the rights of the Certificateholders definition of Trustee Mortgage Loan File, and bears the signature of the related Loan Seller (or its affiliate, if applicable) that appears to be an original and any other necessary party or, if photocopies are permitted, such copies bear a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shall, through the Sellers as provided in Section 2.09(a), make all necessary disclosures in order to comply with the UCC as in effect in any Applicable State. The Trustee agrees to protect and maintain the security and confidentiality reproduction of such informationsignature or signatures; (vi) if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and, in connection therewith, shall allow (vii) the Sellers to inspect title insurance policy or certificate of title is for an amount not less than the Trustee’s security and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide original principal amount of the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trusteerelated note. (d) Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and the Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification. (e) No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall deliver to each Servicer (or such other party responsible for recordation of any Mortgages and/or assignments as specified in the related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Loan Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Loan Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office. (f) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.

Acceptance by the Trustee. (a) The Trustee hereby undertakes to perform By its obligations as set forth herein. Subject to Section 4.03(b)execution of the Trust Agreement, the Trustee on behalf acknowledges and declares that it or the Custodian holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to it or any such Custodian from time to time with respect to a Mortgage Loan and all assets included in the definition of “Trust Estate” in the Trust, with Trust Agreement in trust for the consent exclusive use and benefit of Discover Bank on behalf of the Holder of the Seller Certificate, hereby agrees to allow (without further action by the Trustee) each Servicer to use all Collections in respect of Receivables serviced by such Servicer until the funds are transferred to, or at the direction of, the Master Servicer for disbursement in accordance with the terms of Article IV hereofpresent and future Certificateholders. The Trustee hereby acknowledges its acceptance represents and warrants that (i) it acquired the Mortgage Loans on behalf of the Trust from the Depositor in good faith, for value, and without actual notice or actual knowledge of all any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA) (it being understood that the Trustee has not undertaken searches (lien records or otherwise) of any public records), (ii) except as permitted in the Trust Agreement, it has not and will not, in any capacity, assert any claim or interest in the Mortgage Loans and will hold (or its agent will hold) such Mortgage Loans and the proceeds thereof in trust pursuant to the terms of the Trust Agreement, and (iii) it has not encumbered or transferred its right, title and or interest previously held by Discover Bank in and to the Receivables existing as of the Cut-Off Date and thereafter created and Interchange conveyed by Discover Bank pursuant to Section 2.01 hereof, and declares that it shall maintain such right, title and interest, upon the trust herein set forth, for the benefit of all Certificateholders. The Trustee further acknowledges that on or prior to the Initial Closing Date, Discover Bank delivered to the Trustee Schedule 1 hereto pursuant to Section 2.01 hereofMortgage Loans. (b) The obligation Custodian has reviewed, for the benefit of the Certificateholders and the parties hereto, each Trustee to accept the Receivables shall be subject Mortgage Loan File and has delivered to the condition that each Seller record and fileTrustee (with a copy to the Depositor) on the Closing Date a Trust Receipt, at its own expense, one or more financing statements, in the form annexed hereto as Exhibit A (the “Trust Receipt”) with respect to each Mortgage Loan to the Receivables then existing effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”): (i) all documents required to be delivered to it pursuant to clause (a) through (e) and thereafter created, for the sale of “accounts” (as defined in Section 9-102(a)(2g) of the UCC or a comparable or successor provision thereto, however numbered, as in effect definition of Trustee Mortgage Loan File are in the Applicable State with respect Trustee’s or Custodian’s possession, provided that, (A) the Custodian shall have no obligation to verify the receipt of any such Sellerdocuments the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and (B) the Custodian shall have no obligation to determine whether recordation of any such modification is necessary; (ii) all documents have been examined by the Custodian and meeting appear regular on their face and to relate to the requirements Mortgage Loans; (iii) based only on such Custodian’s examination of law the foregoing documents, the information set forth on the Mortgage Loan Schedule representing each Mortgage Loan accurately reflects the Originator loan number, the borrower’s name, the original principal balance, the maturity date of the mortgage loan and the mortgage loan interest rate; and (iv) that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian has conclusively relied on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Applicable State, in such manner as is necessary to perfect the sale and assignment of such Receivables to the Trust, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Trustee on or prior to the Initial Closing DateMortgage Loan Schedule. (c) The It is understood that before delivering the Trust Receipt, the Custodian, on behalf of the Trustee, has examined the Mortgage Loan Documents to confirm the following (and shall report any exceptions to these confirmations in the Exceptions Report attached to the Trust Receipt): (i) each mortgage note, mortgage, guaranty and deed of sale bears a signature or signatures that appear on their face to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; (ii) the mortgage and the assignment include the endorsement required pursuant to clause (a) of the definition of Trustee hereby agrees not Mortgage Loan File; (iii) the principal amount of the indebtedness secured by the mortgage is identical to disclose the original principal amount of the mortgage note; (iv) the interest rate shown on the Mortgage Loan Schedule is identical to any Person any information contained in Schedule 1 the interest rate shown on the mortgage note; (v) the assignment of the mortgage from the related Seller (or delivered its affiliate, if applicable) to the Trustee by any Seller is in the form required pursuant to Sections 2.01 clause (c) of the definition of Trustee Mortgage Loan File, and bears the signature of the related Seller (or 2.10its affiliate, except if applicable) that appears to be an original or, if photocopies are permitted, such copies bear a reproduction of such signature or signatures; and (ivi) as is if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the Purchaser (and any subsequent assignors) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures. (d) On or before April 30, 2007, each Custodian shall deliver to the Trustee (or any assignee of the Trustee) a Final Certification in the form of Exhibit B evidencing the completeness of such Trustee Mortgage Loan File for each related Mortgage Loan (provided, however, that such Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in connection with entering into this Agreement). An updated exceptions report for the performance Mortgage Loans is attached to such Custodian’s Final Certification to be delivered under this Section 2.02. (e) Upon the written request of its duties hereunder; a Servicer, the Depositor or the Trustee, no later than the fifth Business Day of each month, commencing in May 2006, each Custodian shall deliver to each related Servicer (ii) or such other party responsible for recordation of any mortgages and/or assignments as is specified in the related Sale and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and the Trustee in hard copy format (and if requested, in electronic format), the exceptions list required by this Section 2.02, updated to remove exceptions cured since the date on which the applicable Custodial Receipt was issued. In addition, such monthly reports shall list any document with respect to which the applicable Seller delivered a copy certifying that the original had been sent for recording, until such time as the applicable Seller delivers to the applicable Custodian the original of such document or a copy thereof certified by the appropriate public recording office. The Data Collection Schedule shall not be included unless specifically requested in connection with enforcing advance by such Servicer, the rights of the Certificateholders Depositor or to a Successor Master Servicer appointed pursuant to Section 10.03 or (iii) as is required to comply with Requirements of Law or any court order applicable to the Trustee. The Trustee shallNeither Custodian shall be under a duty to review, through inspect or examine such documents to determine that any of them are genuine, recordable, enforceable or appropriate for their prescribed purpose. During the Sellers as provided term of this Agreement, in Section 2.09(a), make all necessary disclosures in order to comply the event a Custodian discovers any nonconformity with the UCC as review set forth in effect in any Applicable State. The this Section 2.02 with respect to such Trustee agrees to protect and maintain the security and confidentiality Mortgage Loan Files, such Custodian shall give written notice of such informationdefect to such Servicer, and, in connection therewith, shall allow the Sellers to inspect the Trustee’s security Depositor and confidentiality arrangements from time to time during normal business hours. The Trustee shall provide the Sellers with written notice five days prior to any disclosure pursuant to this Section 2.03(c), unless such disclosure is required sooner by law or by any court order applicable to the Trustee. (df) In lieu of taking possession of the Trustee Mortgage Loan Files and reviewing such files itself, the Trustee shall, in accordance with Section 8.11 hereof, appoint one or more Custodians to hold the Trustee Mortgage Loan Files on its behalf and to review them as provided in this Section 2.02. The Depositor shall, upon notice of the appointment of a Custodian, deliver or cause to be delivered all documents to the Custodian that would otherwise be deliverable to the Trustee. In such event, the Trustee shall obtain from each such Custodian, within the specified times, the Trust Receipt and the Final Certifications with respect to those Mortgage Loans held and reviewed by such Custodian and may deliver (or cause the Custodian to deliver) such Certifications and electronically deliver Reports to the Depositor in satisfaction of the Trustee’s obligation to prepare such Certifications and Reports (it being understood that absent actual knowledge to the contrary, the Trustee may conclusively rely on the certifications provided by such Custodian). The Trustee shall have no power notify the Custodian of any notices delivered to create, assume or incur indebtedness or other liabilities in the name of the Certificateholders or the Trust other than as contemplated in this AgreementTrustee with respect to those Trustee Mortgage Loan Files.