Common use of Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee Clause in Contracts

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of the definition of the Schedules of Mortgage Loans, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to cause the Custodian to execute and deliver to the Company, the Servicer and the Certificate Insurer on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor Initial Certification in the form attached annexed hereto as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification certification as not covered by such Pool Certificationcertification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of the definition of on the Schedules of Mortgage Loans, Loans as to loan number and address accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee and the Custodian shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, 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. Within 90 days of the Startup Date (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof) the Trustee shall cause the Custodian to deliver to the Company, Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E heretoK hereto (the "Initial Trustee Certification"), and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate InsurerOwners, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer Servicer, any Sub-Servicer, the Transferor and the Certificate Insurer a certification Pool Certification in the form attached hereto as Exhibit F L (a the "Pool Interim Trustee Certification") ). Within 12 months from the Startup Day, the Trustee shall review the contents of the Files and deliver to the effect thatSeller, the Master Servicer, any Sub-Servicer, the Transferor and the Certificate Insurer a Pool Certification in the form attached hereto as Exhibit M (the "Final Trustee Certification"). The Trustee shall certify in the Initial Trustee Certification that it has examined each Note to confirm that except as otherwise described in such certification it is in possession of an executed original Note endorsed to the Trustee. The Trustee shall certify in the Interim and Final Trustee Certifications that except as described in such certification, as to each Mortgage Loan listed in the Schedules of Mortgage Loans Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its possessionpossession and have been executed, (ii) the original Note bearing an original endorsement to the Trustee from the original payee (or set of original endorsements evidencing a complete chain of title from the original payee to the Trustee) is in its possession; (iii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Mortgage Loan identified in the Mortgage Loan Schedule and (iiiiv) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to loan number, name of mortgagor and address, date of origination, the original stated maturity date, the Original Principal Balance, the Coupon Rate, the scheduled monthly payment of principal and interest and the date in (i), (ii) and (viii) of each month or which the definition of the Schedules of Mortgage Loansrelated payments are due, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall be under no duty or obligation pursuant to this Section 3.4 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.. In the Interim and Final Trustee Certifications, the Trustee based on its examination of the Files shall also either confirm, or list as an exception that:

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items Notes delivered by the Seller or the Depositor Sponsor in the form attached as Exhibit E hereto, and declares that it will hold such documents and the related File, together with any amendments, replacement replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners Holders and the Certificate Insurer, . The Trustee further agrees to review the documents contained in each such items File and any other documents delivered by the Sponsor within 45 90 days after the Startup Day (or, with respect to any document delivered after the Startup Day, or within 45 90 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the DepositorSponsor, the Seller, the Master Servicer and the Certificate Insurer a pool certification in the form attached hereto as Exhibit F (a the "Pool Certification") to the effect that, except as described in such certification, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Mortgage Loan Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the related File; provided, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executedhowever, that it appears such Pool Certification shall not be delivered prior to be what it purports to be and, where applicable, that it purports to be recorded90 days after the Startup Day. The Trustee shall be 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, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Company, the Servicer and the Certificate Insurer on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor Initial Certification in the form attached annexed hereto as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification certification as not covered by such Pool Certificationcertification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of the definition of on the Schedules of Mortgage Loans, Loans as to loan number and address accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, 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. Within 90 days of the Startup Date (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof) the Trustee shall deliver to the Company, Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E heretoC hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review such items any documents delivered by the Sponsor within 45 90 days after the Startup Day (or, or within 90 days with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the DepositorSponsor, the Seller, Certificate Insurer and the Master Servicer and the Certificate Insurer a certification Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of the definition of the Schedules of Mortgage Loans, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recordedD hereto. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to cause the Custodian to execute and deliver on the Trustee's behalf on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian, on behalf of the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agreesagrees to cause the Custodian to review on the Trustee's behalf, for the benefit of the Owners and the Certificate InsurerOwners, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereofSubsequent Transfer Date) and to deliver to the Depositor, the SellerMaster Servicer, the Master Servicer Seller and the Certificate Insurer related Servicer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in on items (i1), (ii3) and (viii4) of the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Neither the Trustee nor the Custodian shall have no any responsibility for reviewing any File except as expressly provided in this Section subsection 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, neither the Trustee nor the Custodian shall have no any responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper formform (except to determine if the Trustee is the assignee), whether any document (other than the assignments) has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be be, and, where applicable, that it purports to be recorded. The Neither the Trustee nor the Custodian shall be under no 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 or that they are other than what they purport to be on their face, nor shall either the Trustee or the Custodian be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items Notes delivered by the Seller or the Depositor Sponsor in the form attached as Exhibit E hereto, and declares that it will hold such documents and the related File, together with any amendments, replacement replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, . The Trustee further agrees to review the documents contained in each such items File and any other documents delivered by the Sponsor within 45 90 days after the Startup Day (or, with respect to any document delivered after the Startup Day, or within 45 90 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the DepositorSponsor, the Seller, the Master Servicer and the Certificate Insurer a pool certification in the form attached hereto as Exhibit F (a the "Pool Certification") to the effect that, except as described in such certification, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the related File; provided, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executedhowever, that it appears such Pool Certification shall not be delivered prior to be what it purports to be and, where applicable, that it purports to be recorded90 days after the Startup Day. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to cause the Custodian to execute and deliver on the Trustee's behalf on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian on behalf of the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agreesagrees to cause the Custodian on the Trustee's behalf to review, for the benefit of the Owners and the Certificate InsurerOwners, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereofSubsequent Transfer Date) and to deliver to the Depositor, the Seller, the Master Servicer Seller and the Certificate Insurer related Servicer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in on items (i1), (ii3) and (viii4) of the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Neither the Trustee nor the Custodian shall have no any responsibility for reviewing any File except as expressly provided in this Section subsection 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, neither the Trustee nor the Custodian shall have no any responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper formform (except to determine if the Trustee is the assignee), whether any document (other than the assignments) has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be be, and, where applicable, that it purports to be recorded. The Neither the Trustee nor the Custodian shall be under no 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 or that they are other than what they purport to be on their face, nor shall either the Trustee or the Custodian be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Seller, the Servicer and the Certificate Insurer on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor Initial Certification in the form attached annexed hereto as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification certification as not covered by such Pool Certificationcertification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in on the Schedule of Mortgage Loans as to (i)a) the Seller's loan number, (iib) the Mortgagor's name, (c) the address (including the state and (viiizip code) of the definition Property, (d) the original Loan Balance, (e) the monthly payment of principal and interest, (f) the initial Coupon Rate, (g) the date the loan was closed, (h) the first payment date and (i) the maturity of the Schedules of Mortgage Loansrelated Note, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, 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. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt or 90 days after the Startup Day, whichever is later and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof or 90 days after the Startup Day, whichever is later) the Trustee shall deliver to the Seller, Certificate Insurer and the 203968.5d Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items Notes delivered by the Unaffiliated Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and the related Loan File, together with any amendments, replacement replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, . The Trustee further agrees to review such items any other documents delivered by the Unaffiliated Seller within 45 90 days after the Startup Day (or, with respect to any document delivered after the Startup Day, or within 45 90 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Unaffiliated Seller, the Master Servicer and the Certificate Insurer a certification Pool Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, except as described in such certification (such description an "Exception Report"), as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents described in Sections 3.6(b)(i)(A), (B), (D), (E) and (F) required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the related Loan File; provided, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executedhowever, that it appears such Pool Certification shall not be delivered prior to be what it purports to be and, where applicable, that it purports to be recorded90 days after the Startup Day. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee hereby acknowledges its receipt of the Certificate Insurance Policy and agrees to execute and deliver on the Startup Closing Day and on each Subsequent Transfer Date and each Transfer Date an acknowledgment of receipt of the items Credit Line Agreements delivered by the Seller or the Depositor Originator in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, . The Trustee further agrees to review such items any other documents delivered by the Originator within 45 90 days after the Startup Closing Day (or, or within 90 days with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the SellerOriginator, the Master Servicer and the Certificate Insurer a certification Pool Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of the definition of on the Schedules of Mortgage LoansLoans as to loan number and address, accurately reflects the information set forth in the Mortgage File; provided, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executedhowever, that it appears such Pool Certificate shall not be delivered prior to be what it purports 90 days after the Closing Day with respect to be and, where applicable, that it purports the Initial Mortgage Loans and 90 days after the Pre-Funding Period with respect to be recordedthe Pre-Funded Mortgage Loans and 90 days after the Revolving Period with respect to Additional Mortgage Loans and O/C Mortgage Loans. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to verify the validity, legality, enforceability, sufficiency, due authorization, recordability or genuineness of same or to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the DepositorSeller, the SellerServicer, the Master Servicer and the Certificate Insurer a certification on the Startup Day an Initial Certification in the form attached annexed hereto as Exhibit F (a "Pool Certification") E to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification certification as not covered by such Pool Certificationcertification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans as to loan number and address accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, 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. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt or 90 days after the Startup Day, whichever is later and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof or 90 days after the Startup Day, whichever is later) the Trustee shall deliver to the Seller, Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agreesagrees to review, for the benefit of the Owners and the Certificate InsurerOwners, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereofSubsequent Transfer Date) and to deliver to the Depositor, the Seller, the Master Servicer Seller and the Certificate Insurer related Servicer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in on items (i1), (ii3) and (viii4) of the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall not have no any responsibility for reviewing any File except as expressly provided in this Section subsection 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall not have no any responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper formform (except to determine if the Trustee is the assignee), whether any document (other than the assignments) has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be be, and, where applicable, that it purports to be recorded. The Trustee shall not be under no 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 or that they are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate InsurerOwners, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section subsection 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper formform (except to determine if the Trustee is the assignee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day Day, on any Subsequent Transfer Date and any day on which a Qualified Replacement Mortgage is conveyed to the Trust an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E heretoD hereto of the Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day, any Subsequent Transfer Date, and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review such items any documents delivered by the Sponsor within 45 90 days after the Startup Day (or, or within 90 days with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the DepositorSponsor, the Seller, Certificate Insurer and the Master Servicer and the Certificate Insurer a certification Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of the definition of the Schedules of Mortgage Loans, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recordedE hereto. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan. 56 58 (b) If the Trustee during such 90-day period finds any document constituting a part of a File which is not properly executed, has not been received within the specified period, or is unrelated to the Mortgage Loans identified in the Schedules of Mortgage Loans, or that any Mortgage Loan does not conform in a material respect to the description thereof as set forth in the Schedules of Mortgage Loans, the Trustee shall promptly so notify the Sponsor and the Certificate Insurer. In performing any such review, the Trustee may conclusively rely on the Sponsor as to the purported genuineness of any such document and any signature thereon. The Sponsor agrees to use reasonable efforts to remedy a material defect in a document constituting part of a File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Sponsor has not remedied or caused to be remedied the defect and the defect materially and adversely affects the interest in the related Mortgage Loan of the Owners or of the Certificate Insurer, the Sponsor will (or will cause the related Originator or an affiliate of the Sponsor to) on the next succeeding Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified Replacement Mortgage and, deliver the Substitution Amount applicable thereto to the Master Servicer for deposit in the Principal and Interest Account or (ii) purchase such Mortgage Loan at a purchase price equal to the Loan Purchase Price thereof, which purchase price shall be delivered to the Master Servicer for deposit in the Principal and Interest Account. In connection with any such proposed purchase or substitution the Sponsor shall cause at the Sponsor's expense to be delivered to the Trustee and the Certificate Insurer an opinion of counsel experienced in federal income tax matters stating whether or not such a proposed purchase or substitution would constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC, and the Sponsor shall only be required to take either such action to the extent such action would not constitute a Prohibited Transaction for the Upper-Tier REMIC or Lower-Tier REMIC or would not jeopardize the status of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC. Any required purchase or substitution, if delayed by the absence of such opinion shall nonetheless occur upon the earlier of (i) the occurrence of a default or imminent default with respect to the Mortgage Loan or (ii) the delivery of such opinion or (iii) at the direction of the Control Party.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items Notes delivered by the Seller or the Depositor Sponsor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, further agrees to review such items any other documents delivered by the Sponsor within 45 90 days after the Startup Day (or, with respect to any document delivered after the Startup Day, or within 45 90 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the SellerSponsor, the Master Servicer and the Certificate Insurer a certification Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect hereto. It is herein acknowledged that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in conducting such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of the definition of the Schedules of Mortgage Loans, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any Filereview, the Trustee shall have makes no responsibility for determining whether any document representations and is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall be under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are legal, valid, sufficient, genuine, duly authorized, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their faceface or that such documents were executed by an Authorized Officer of the executing party, nor shall (ii) the Trustee be under any duty to determine independently whether there are any intervening assignments collectibility, insurability, effectiveness or assumption or modification agreements with respect to suitability of any Mortgage Loan. On the 360th day following the Startup Day, the Trustee shall deliver to the Master Servicer, the Sponsor and the Certificate Insurer an updated exception report in the form annexed hereto as Exhibit F from the previous certification issued on the Startup Day. If, in the process of reviewing the Mortgage Files and making or preparing the certifications referred to above, the Trustee finds, at the end of 360 day period (or any later period as approved by the Sponsor and/or the Certificate Insurer, notice of which has been provided to the Trustee in writing) referenced above, that all recorded original Mortgages or certified copies thereof have not been delivered to it, the Trustee shall promptly so notify the Sponsor, the Certificate Insurer and the Master Servicer. If the Certificate Insurer so requires, the Sponsor shall repurchase such Mortgage Loan as set forth in Section 3.4 hereof.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Seller, the Servicer and the Certificate Insurer on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor Initial Certification in the form attached annexed hereto as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification certification as not covered by such Pool Certificationcertification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans as to loan number and address accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, 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. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt or 90 days after the Startup Day, whichever is later and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof or 90 days after the Startup Day, whichever is later) the Trustee shall deliver to the Seller, Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F evidencing the completeness of the Files, with any applicable exceptions noted thereon.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of the definition of the Schedules of Mortgage Loans, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to cause the Custodian to execute and deliver to the Trustee, the Seller, the Servicer and the Certificate Insurer on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor Initial Certification in the form attached annexed hereto as Exhibit E hereto, (and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered an exhibit to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification"Custodial Agreement) to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification certification as not covered by such Pool Certificationcertification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in on the Schedule of Mortgage Loans as to (i)a) the Seller's loan number, (iib) the Mortgagor's name, (c) the address (including the state and (viiizip code) of the definition Property, (d) the original Loan Balance, (e) the monthly payment of principal and interest, (f) the initial Coupon Rate, (g) the date the loan was closed, (h) the first payment date and (i) the maturity of the Schedules of Mortgage Loansrelated Note, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee and the Custodian shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall not be under no any duty or obligation to inspect, review or examine any such said documents, instruments, certificates or other papers to determine that they the same are genuine, enforceable, enforceable or appropriate for the represented purpose purpose, or that they are in recordable form or have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Startup Day (or, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any document delivered after the Startup Day, within 45 days of receipt or 90 days after the Startup Day, whichever is later and with respect to any Subsequent Mortgage LoanLoan or Qualified Replacement Mortgage, within 45 days after the assignment thereof or 90 days after the Startup Day, whichever is later) the Trustee shall cause the Custodian to deliver to the Trustee, the Seller, the Certificate Insurer and the Servicer a Final Certification in the form annexed hereto as Exhibit F (and as an exhibit to the Custodial Agreement) evidencing the completeness of the Files, with any applicable exceptions noted thereon.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to cause the Custodian to execute and deliver on the Trustee's behalf on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian on behalf of the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the OwnersOwners and the Certificate Insurer. The Trustee agreesagrees to cause the Custodian on the Trustee's behalf to review, for the benefit of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereofSubsequent Transfer Date) and to deliver to the Depositor, the Seller, the Master related Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in on items (i1), (ii3) and (viii4) of the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Neither the Trustee nor the Custodian shall have no any responsibility for reviewing any File except as expressly provided in this Section subsection 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, neither the Trustee nor the Custodian shall have no any responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper formform (except to determine if the Trustee is the assignee), whether any document (other than the assignments) has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be be, and, where applicable, that it purports to be recorded. The Neither the Trustee nor the Custodian shall be under no 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 or that they are other than what they purport to be on their face, nor shall either the Trustee or the Custodian be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) . (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items Notes delivered by the Unaffiliated Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and the related Loan File, together with any amendments, replacement replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, further agrees to review such items any other documents delivered by the Unaffiliated Seller within 45 90 days after the Startup Day (or, with respect to any document delivered after the Startup Day, or within 45 90 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer Unaffiliated Seller and the Certificate Insurer Servicer a certification Pool Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, except as described in such certification (such description an "Exception Report"), as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents described in Sections 3.6(b)(i)(A), (B), (D), (E) and (F) required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, related Loan File but only with regard to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any Fileloan number, the Trustee shall have no responsibility for determining whether any document is valid mortgagor's name, the property address and bindingthe original principal balance; provided, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executedhowever, that it appears such Pool Certification shall not be delivered prior to be what it purports to be and, where applicable, that it purports to be recorded90 days after the Startup Day. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day and any day on which a Qualified Replacement Mortgage is conveyed to the Trust an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E heretoD hereto of the Mortgage Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Startup Day and any day on which a Qualified Replacement Mortgage is conveyed to the Trust, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review such items any documents delivered by the Sponsor within 45 90 days after the Startup Day (or, with respect to any document delivered after the Startup Day, or within 45 90 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the DepositorSponsor, the Seller, Certificate Insurer and the Master Servicer and the Certificate Insurer a certification Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of the definition of the Schedules of Mortgage Loans, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recordedE hereto. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day and on any Subsequent Transfer Dates an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E heretoD hereto of the Files delivered by the Sponsor, and declares that it will hold such documents and any amendments, replacement or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer. On or before the tenth Business Day after the Start-Up Day, the Trustee shall execute and deliver to the Certificate Insurer and the Master Servicer an acknowledgment of receipt of the original Notes for each Mortgage Loan. The Trustee further agrees to review such items any documents delivered by the Sponsor within 45 90 days after the Startup Day (or, or within 90 days with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the DepositorSponsor, the Seller, Certificate Insurer and the Master Servicer and the Certificate Insurer a certification Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) of the definition of the Schedules of Mortgage Loans, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recordedE hereto. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Seller, the Servicer and the Certificate Insurer on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor Initial Certification in the form attached annexed hereto as Exhibit E heretoto the effect that, and declares that as to each Mortgage Loan listed in the Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it will hold pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and any amendmentsappear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, replacement or supplements thereto, the information set forth on the Schedule of Mortgage Loans as well as any other assets included to loan number and address accurately reflects information set forth in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the OwnersFile. The Trustee agreesshall not 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 benefit represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Owners and the Certificate Insurer, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Subsequent Mortgage Loan or Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereof) and to the Trustee shall deliver to the Depositor, the Seller, the Master Servicer Certificate Insurer and the Certificate Insurer Servicer a certification Final Certification in the form attached annexed hereto as Exhibit F (a "Pool Certification") to evidencing the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in (i), (ii) and (viii) completeness of the definition of the Schedules of Mortgage LoansFiles, accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be and, where applicable, that it purports to be recorded. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loanexceptions noted thereon.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to cause the Custodian to execute and deliver on the Trustee's behalf on the Startup Day an acknowledgment of receipt of the items delivered by the Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and any amendments, replacement replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Custodian, on behalf of the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agreesagrees to cause the Custodian to review on the Trustee's behalf, for the benefit of the Owners and the Certificate InsurerOwners, to review such items within 45 days after the Startup Day (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Replacement Mortgage LoanMortgage, within 45 days after the assignment thereofSubsequent Transfer Date) and to deliver to the Depositor, the Master Servicer, the Seller, the Master Guarantor, the Special Servicer and the Certificate Insurer Servicer a certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its 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 documents, the information set forth in on items (i1), (ii3) and (viii4) of the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, to such exceptions as provided in Section 3.06(b). The Neither the Trustee nor the Custodian shall have no any responsibility for reviewing any File except as expressly provided in this Section subsection 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any File, neither the Trustee nor the Custodian shall have no any responsibility for determining whether any document is valid and binding, whether the text of any assignment is in proper formform (except to determine if the Trustee is the assignee), whether any document (other than the assignments) has been recorded in accordance with the requirements of any applicable jurisdiction or whether a blanket assignment is permitted in any applicable jurisdiction, but shall only be required to determine whether a document has been executed, that it appears to be what it purports to be be, and, where applicable, that it purports to be recorded. The Neither the Trustee nor the Custodian shall be under no 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 or that they are other than what they purport to be on their face, nor shall either the Trustee or the Custodian be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.

Acceptance by Trustee; Certain Substitutions of Mortgage Loans; Certification by Trustee. (a) The Trustee agrees to execute and deliver on the Startup Day an acknowledgment of receipt of the items Notes delivered by the Unaffiliated Seller or the Depositor in the form attached as Exhibit E hereto, and declares that it will hold such documents and the related Loan File, together with any amendments, replacement replacements or supplements thereto, as well as any other assets included in the definition of Trust Estate and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners and the Certificate Insurer, further agrees to review such items any other documents delivered by the Unaffiliated Seller within 45 90 days after the Startup Day (or, with respect to any document delivered after the Startup Day, or within 45 90 days of receipt and with respect to any Qualified Replacement Mortgage Loan, within 45 days after the assignment thereof) and to deliver to the Depositor, the Seller, the Master Servicer Unaffiliated Seller and the Certificate Insurer Servicer a certification Pool Certification in the form attached hereto as Exhibit F (a "Pool Certification") to the effect that, except as described in such certification (such description an "Exception Report"), as to each Mortgage Loan listed in the Schedules Schedule of Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such Pool Certification as not covered by such Pool Certification), (i) all documents described in Sections 3.6(b)(i)(A), (B), (D), (E) and (F) required to be delivered to it pursuant to Section 3.05(b)(i) of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged damaged, torn or torn otherwise physically altered and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii) and (viii) of on the definition of the Schedules Schedule of Mortgage Loans, Loans accurately reflects the information set forth in the File, subject, in each case, related Loan File but only with regard to such exceptions as provided in Section 3.06(b). The Trustee shall have no responsibility for reviewing any File except as expressly provided in this Section 3.06(a). Without limiting the effect of the preceding sentence, in reviewing any Fileloan number, the Trustee shall have no responsibility for determining whether any document is valid mortgagor's name, the property address and bindingthe original principal balance; provided, whether the text of any assignment is in proper 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, but shall only be required to determine whether a document has been executedhowever, that it appears such Pool Certification shall not be delivered prior to be what it purports to be and, where applicable, that it purports to be recorded90 days after the Startup Day. The Trustee shall be 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 are other than what they purport to be on their face, nor shall the Trustee be under any duty to determine independently whether there are any intervening assignments or assumption or modification agreements with respect to any Mortgage Loan.