Common use of Acceptance by Trustee of the Mortgage Loans Clause in Contracts

Acceptance by Trustee of the Mortgage Loans. The Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached as an exhibit to the Custodial Agreement and in the list of exceptions attached thereto, of the documents referred to in Section 2.01 above and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, an Initial Certification in the form thereof attached as an exhibit to the Custodial Agreement to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. The Trustee shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification in the form thereof attached as an exhibit to the Custodial Agreement, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee shall review each Mortgage File to determine that it contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller; (ii) the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (iv) and (vi) above, the Trustee shall include such exceptions in such Final Certification. If the public recording office in which a Mortgage or assignment of a Mortgage is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, shall promptly correct or cure such defect within 90 days after the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that any such substitution pursuant to (a) above or repurchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such form thereof attached as an exhibit to the Custodial Agreement, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Initial Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, Seller an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii), with respect to such Initial Mortgage Loan are in the Co-Trustee's possession, and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and the Seller an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it the Co-Trustee pursuant to this Agreement with respect to such Initial Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Initial Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviixi) and (xviiixiv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification with respect to the Initial Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee's direction, shall review each Mortgage File with respect to the Initial Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from the Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each Initial Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Initial Mortgage Loan and language indicating that the Initial Mortgage Loan is a MOM Loan if the Initial Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such MortgageMortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Co-Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (ii)-(iv) through (iv) and (vi) above, the Trustee shall include such exceptions in such Final Certification. If the public recording office in which a Mortgage or assignment of a Mortgage is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, shall promptly correct or cure such defect within 90 days after the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that any such substitution pursuant to (a) above or repurchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such form thereof attached as an exhibit to the Custodial Agreement, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Initial Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, Seller an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically identified in such certification as not covered by such certification), all the documents required to be delivered to it pursuant to this Agreement described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii), with respect to such Initial Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. The Trustee shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification in the form thereof attached as an exhibit to the Custodial Agreement, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee shall review each Mortgage File to determine that it contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller; (ii) the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (iv) and (vi) above, the Trustee shall include such exceptions in such Final Certification. If the public recording office in which a Mortgage or assignment of a Mortgage is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, shall promptly correct or cure such defect within 90 days after the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that any such substitution pursuant to (a) above or repurchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such form thereof attached as an exhibit to the Custodial Agreement, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.Initial

Acceptance by Trustee of the Mortgage Loans. The Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 above above, the Certificate Insurance Policy, and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer Servicer, the Certificate Insurer and the Seller, or to cause the Custodian to so execute and deliver, Seller an Initial Certification in the form thereof attached annexed hereto as an exhibit Exhibit G-1 to the Custodial Agreement effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(i) and (iii) with respect to such Mortgage Loan are in its possession, and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer, the Certificate Insurer and the Seller an Interim Certification in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiiviii) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. The Trustee shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer Servicer, the Certificate Insurer and the Seller (and to any Certificateholder that so requests) a Final Certification in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee shall review each Mortgage File to determine that it contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee or the originator of such Mortgage Loan, without recourse, documents listed in the following form: "Pay to the order of _________________, without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller; (ii) the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company2.01(i)-(vi). If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (ivi)-(iv) and (vi) aboveof Section 2.01, the Trustee shall include such exceptions in such Final CertificationCertification (and Trustee shall state in such Final Certification whether any Mortgage File does not then include the original or duplicate original lender's title policy and all riders thereto). If the public recording office in which a Mortgage or assignment of a Mortgage thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller shall promptly correct or cure such defect referred to above within 90 days after from the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after from the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, provided that any such substitution pursuant to (a) above or repurchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee and the Certificate Insurer of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. of Exhibit N. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such the form thereof attached as an exhibit to the Custodial Agreementof Exhibit N hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi2.01(i)-(vi) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor Depositor, the Certificate Insurer, and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer Servicer, the Guarantor and the CHL (on behalf of each Seller, or to cause the Custodian to so execute and deliver, ) an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii) with respect to such Mortgage Loans as are in the Co-Trustee's possession and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification) all documents required to be delivered to it the Co-Trustee pursuant to this the Agreement with respect to such Mortgage Loan Loans are in its possession, or in the possession of the Custodian as its agent (except in each case those documents described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviixi) and (xviiixiv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each Seller) a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer Servicer, the Guarantor and the Seller CHL (on behalf of each Seller), and to any Certificateholder that so requests) , a Final Certification with respect to the Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee's direction, shall review each Mortgage File with respect to the Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee applicable Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to such Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from such Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such MortgageMortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Co-Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (ivi)-(iv) and (vi) above, the Trustee shall include such exceptions in such Final CertificationCertification (and the Trustee shall state in such Final Certification whether any Mortgage File does not then include the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto). If the public recording office in which a Mortgage or assignment of a Mortgage thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, CHL shall promptly correct or cure such defect referred to above within 90 days after from the date on which it was so notified of such defect and, if the Seller CHL does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement CHL shall either (aA) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (bB) purchase such Mortgage Loan from the Trustee Trust Fund within 90 days after from the date on which the Seller CHL was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, provided that any such substitution pursuant to (aA) above or repurchase pursuant to (bB) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (aA) above shall not be effected prior to the additional delivery to the Co-Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial AgreementFile Release. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, CHL in the Certificate Account and, upon receipt of such deposit and certification Request for File Release with respect thereto in such form thereof attached as an exhibit to the Custodial Agreementthereto, the Co-Trustee shall release the related Mortgage File to the Seller CHL and shall execute and deliver at the SellerCHL's request such instruments of transfer or assignment as the Seller CHL has prepared, in each case without recourse, as shall be necessary to vest in the SellerCHL, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Co-Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Each Seller shall promptly deliver to the Co-Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the such Seller from time to time. It is understood and agreed that the obligation of the Seller Sellers to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi2.02(a) above shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor, the Guarantor and any Certificateholder against the Sellers. It is understood and agreed that the obligation of a Seller to substitute for or to purchase, pursuant to Section 2.02(a), any Mortgage Loan whose Mortgage File contains any document or documents that does not meet the requirements of clauses (i)-(iv) and (vi) above and which defect is not corrected or cured by such Seller within 90 days from the date it was notified of such defect, shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor and any Certificateholder against the SellerSellers.

Acceptance by Trustee of the Mortgage Loans. The Trustee Master Servicer, on behalf of the Trustee, acknowledges receipt, subject to receipt of the limitations contained in and any exceptions noted documents identified in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement and in the list of exceptions attached thereto, of the documents referred to in Section 2.01 above and all other assets included in the Trust Fund Exhibit F and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and each of the Master Servicer and Trustee together declare that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee Master Servicer acknowledges that it will maintain possession of the Mortgage Notes in the State of Minnesota, unless otherwise permitted by the Rating Agencies and the Trustee. The Master Servicer agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer Trustee and the Seller, or to cause the Custodian to so execute and deliver, Transferor an Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v)) and based Exhibit F. Based on its review and examination examination, and only as to the foregoing documentsdocuments identified in such Initial Certification, (i) the Master Servicer acknowledges, subject to any applicable exceptions noted on Exhibit F, that such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. The Trustee Master Servicer shall be under no duty or obligation to (i) inspect, review or examine such said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their faceface or (ii) determine whether the Mortgage File should include any of the documents specified in Section 2.01(b)(iv) unless the Mortgage Loan Schedule indicates that such documents are applicable. Not later than 180 90 days after the Closing Date, the Trustee Master Servicer shall deliver to the Depositor, the Master Servicer Trustee and the Seller (and to any Certificateholder that so requests) Transferor a Final Certification in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit G, with any applicable exceptions noted thereon. In connection with The Master Servicer shall make available, upon request of any Certificateholder, a copy of any exceptions noted on the Trustee's completion and delivery of such Initial Certification or the Final Certification, the Trustee shall review each Mortgage File to determine that it contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller; (ii) the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) Master Servicer finds any document or documents constituting a part of such a Mortgage File that do which does not meet the requirements of clauses Section 2.01, the Master Servicer shall list such as an exception in the Final Certification; provided, however that the Master Servicer shall not make any determination as to whether (i) through any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note, (ivii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates or (viiii) abovethe Mortgage File should include any of the documents specified in Section 2.01(b)(iv) unless the Mortgage Loan Schedule indicates that such documents are applicable. The Trustee shall enforce the applicable duties of the Originator to correct and cure such document defects pursuant to the terms of the related Purchase and Servicing Agreements and if the related Originator fails to correct or cure the defect within a period of time specified in the related Purchase and Servicing Agreement and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall include such exceptions in such Final Certification. If enforce the public recording office in which a Mortgage or assignment of a Mortgage is recorded retains Originator's obligation pursuant to the original of related Purchase and Servicing Agreement, to (i) purchase such Mortgage Loan at the price specified in the Purchase and Servicing Agreement or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, shall promptly correct or cure such defect within 90 days after the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loansubstitute mortgage loan or loans, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing at the Purchase Price of and Servicing Agreements. Any such Mortgage Loan; provided, however, that any such purchase pursuant to (i) above or substitution pursuant to (a) above or repurchase pursuant to (bii) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee Master Servicer of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. of Exhibit L. The Purchase Price purchase price for any such Mortgage Loan shall be deposited paid by the Seller, pursuant applicable Originator to its obligations under the Mortgage Sale Agreement, Master Servicer for deposit in the Certificate Collection Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in such form thereof attached as an exhibit to the Custodial Agreementdeposit, the Trustee Master Servicer shall release the related Mortgage File to such Originator and the Seller and Trustee shall execute and deliver at the Sellersuch Originator's request such instruments of transfer or assignment as the Seller has preparedprepared by such Originator, in each case without recourse, as shall be necessary to vest in the Sellersuch Originator, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) Master Servicer shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall Pursuant to the terms of the related Purchase and Servicing Agreement, the Master Servicer will cause each of the related Servicers to promptly deliver to the Trusteeit and thereupon will promptly deposit within each Mortgage File, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that as come into the possession of the Seller related Servicers from time to time. It is understood and agreed that the obligation of the Seller an Originator to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01(i) through (iv) and (vi) 2.01 above shall constitute the sole remedy respecting such defect available to the Trustee, the Master Servicer, the Depositor and any Certificateholder against the SellerCertificateholder.

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Initial Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the CHL (on behalf of each Seller, or to cause the Custodian to so execute and deliver, ) an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii) with respect to such Initial Mortgage Loans as are in the Co-Trustee’s possession and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically identified in such certification as not covered by such certification) all documents required to be delivered to it the Co-Trustee pursuant to this the Agreement with respect to such Initial Mortgage Loan Loans are in its possession, or in the possession of the Custodian as its agent (except in each case those documents described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Initial Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviiix) and (xviiixv) of the definition of the "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each Seller) a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller CHL (on behalf of each Seller), and to any Certificateholder that so requests) , a Final Certification with respect to the Initial Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's ’s completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee’s direction, shall review each Mortgage File with respect to the Initial Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee manual or the originator of such Mortgage Loan, without recourse, facsimile signature in blank in the following form: "“Pay to the order of _________________, without recourse"”, with all intervening endorsements that show a complete chain of endorsement from the originator to the SellerPerson endorsing the Mortgage Note (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note), or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note and all such intervening endorsements; (ii) in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage or a copy of such Mortgage, with recording information, and in the case of each Initial Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage or a copy of such Mortgage, with recording information, noting the presence of the MIN of the Initial Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Initial Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage or a copy thereof with recording information, in either case in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage or a copy of such assignments, with recording information, together with all interim recorded assignments of such MortgageMortgage or a copy of such assignments, with recording information (in each case noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's ’s title policy or a copy of lender’s title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Co-Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (ii)-(iv) through (iv) and (vi) above, the Trustee shall include such exceptions in such Final Certification. If the public recording office in which a Mortgage or assignment of a Mortgage is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, shall promptly correct or cure such defect within 90 days after the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that any such substitution pursuant to (a) above or repurchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such form thereof attached as an exhibit to the Custodial Agreement, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. The Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, Seller an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit Exhibit G-1 to the Custodial Agreement effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii), with respect to such Mortgage Loan as are in the Trustee's possession, and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and the Seller an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it the Trustee pursuant to this Agreement with respect to such Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (iii), (iiiii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiixi) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Trustee shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification with respect to the Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee shall review each Mortgage File with respect to the Mortgage Loans to determine that it such Mortgage File contains the following documents: documents identified in clauses (i) the original Mortgage Note, endorsed by the Seller, the last endorsee or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller; (ii) the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and through (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companySection 2.01(g) with respect to such Mortgage Loans. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (iv) and clause (vi) aboveof Section 2.01(g), the Trustee shall include such exceptions in such Final CertificationCertification (and the Trustee shall state in such Final Certification whether any Mortgage File does not then include the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto). If the public recording office in which a Mortgage or assignment of a Mortgage thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) aboveof Section 2.01(g), as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller shall promptly correct or cure such defect referred to above within 90 days after from the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (aA) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (bB) purchase such Mortgage Loan from the Trustee Trust Fund within 90 days after from the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, provided that any such substitution pursuant to (aA) above or repurchase pursuant to (bB) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (aA) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial AgreementFile Release. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller in the Certificate Account and, upon receipt of such deposit and certification Request for File Release with respect thereto in such form thereof attached as an exhibit to the Custodial Agreementthereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements described in the fifth paragraph of this Section 2.01(i) through (iv) and (vi) above 2.02 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor Depositor, the Co-Trustee and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the CHL (on behalf of each Seller, or to cause the Custodian to so execute and deliver, ) an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii) with respect to such Mortgage Loans as are in the Co-Trustee's possession and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification) all documents required to be delivered to it the Co-Trustee pursuant to this the Agreement with respect to such Mortgage Loan Loans are in its possession, or in the possession of the Custodian as its agent (except in each case those documents described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviixi) and (xviiixiv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each Seller) a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller CHL (on behalf of each Seller), and to any Certificateholder that so requests) , a Final Certification with respect to the Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee's direction, shall review each Mortgage File with respect to the Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee applicable Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to such Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from such Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage , and in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (iv) and (vi) above, the Trustee shall include such exceptions in such Final Certification. If the public recording office in which a Mortgage or assignment of a Mortgage is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, shall promptly correct or cure such defect within 90 days after the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that any such substitution pursuant to (a) above or repurchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such form thereof attached as an exhibit to the Custodial Agreement, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.that

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the CHL (on behalf of each Seller, or to cause the Custodian to so execute and deliver, ) an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii) with respect to such Mortgage Loans as are in the Co-Trustee's possession and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification) all documents required to be delivered to it the Co-Trustee pursuant to this the Agreement with respect to such Mortgage Loan Loans are in its possession, or in the possession of the Custodian as its agent (except in each case those documents described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviixi) and (xviiixiv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each Seller) a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller CHL (on behalf of each Seller), and to any Certificateholder that so requests) , a Final Certification with respect to the Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee's direction, shall review each Mortgage File with respect to the Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee applicable Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to such Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from such Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such MortgageMortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Co-Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (ivi)-(iv) and (vi) above, the Trustee shall include such exceptions in such Final CertificationCertification (and the Trustee shall state in such Final Certification whether any Mortgage File does not then include the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto). If the public recording office in which a Mortgage or assignment of a Mortgage thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, CHL shall promptly correct or cure such defect referred to above within 90 days after from the date on which it was so notified of such defect and, if the Seller CHL does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement CHL shall either (aA) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (bB) purchase such Mortgage Loan from the Trustee Trust Fund within 90 days after from the date on which the Seller CHL was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, provided that any such substitution pursuant to (aA) above or repurchase pursuant to (bB) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (aA) above shall not be effected prior to the additional delivery to the Co-Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. of Exhibit N. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, CHL in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such the form thereof attached as an exhibit to the Custodial Agreementof Exhibit N hereto, the Co-Trustee shall release the related Mortgage File to the Seller CHL and shall execute and deliver at the SellerCHL's request such instruments of transfer or assignment as the Seller CHL has prepared, in each case without recourse, as shall be necessary to vest in the SellerCHL, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Co-Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Each Seller shall promptly deliver to the Co-Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the such Seller from time to time. It is understood and agreed that the obligation of the Seller Sellers to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi2.02(a) above shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor and any Certificateholder against the SellerSellers. It is understood and agreed that the obligation of a Seller to substitute for or to purchase, pursuant to Section 2.02(a), any Mortgage Loan whose Mortgage File contains any document or documents that does not meet the requirements of clauses (i)-(iv) and (vi) above and which defect is not corrected or cured by such Seller within 90 days from the date it was notified of such defect, shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor and any Certificateholder against the Sellers. The Trust Fund will not acquire or hold any Mortgage Loan that would violate the representations made by CHL in Section 2.03(b)(70), (72)(vii) or (72)(viii).

Acceptance by Trustee of the Mortgage Loans. The Based solely on the certification of the Custodian in Section 2.01(d), the Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached as an exhibit to the Custodial Agreement and in the list of exceptions attached thereto, receipt of the documents referred to in Section 2.01 above and all other assets included in the Trust Fund Mortgage Loans and declares that the Trustee (it or the Custodian, if any, as directed by the Trustee) Custodian on its behalf holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, Loans and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian acknowledges that it will maintain possession of the Mortgage Notes in the Commonwealth of Massachusetts, unless otherwise permitted by the Rating Agencies. Not later than 90 days after receipt of the Mortgage Loan Files as a result of a Delivery Event, the Trustee agrees to execute shall review the Mortgage Loan Files and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, an Initial Seller a Final Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement to the effect Exhibit H, with any applicable exceptions noted thereon certifying that, as to each Mortgage Loan listed in (a) the documents constituting the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v)) and based on its review and examination and only as to the foregoing documents, (i) such documents Files appear regular on their face and relate to such Mortgage Loan, and (iib) the information set forth in items (i), (ii) (except for zip code), (iii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiivi) of the definition of the "Mortgage Loan Schedule" in Section 1.01 of this Agreement accurately reflects information set forth in the Mortgage File. The Trustee shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification in the form thereof attached as an exhibit to the Custodial Agreement, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee shall review each Mortgage File to determine that it contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller; (ii) the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such a Mortgage File that do which does not meet the requirements of clauses (i) through (iv) and (vi) aboveSection 2.01, the Trustee shall include list such exceptions as an exception in such the Final Certification. If ; provided, however that the public recording office Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in which a and to that related Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of a and transfer to the assignee thereof under the mortgage to which the assignment relates. In conducting such review, the Trustee shall not be required to make any independent examination of any documents contained in any Mortgage is recorded retains File beyond the original review specifically required in this Agreement. In conducting such review and making the certification required by this paragraph, the Trustee shall not be required to make any representation as to: (i) the validity, legality, sufficiency, enforceability or genuineness of such Mortgage or assignment, a copy any of the original documents contained in each Mortgage or assignment File of any of the Mortgage so retainedLoans identified on the Mortgage Loan Schedule, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause or (ii)) the collectibility, (iii) insurability, effectiveness or (iv) above, as applicablesuitability of any such Mortgage Loan. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller shall promptly correct or cure such defect within 90 days after from the earlier of (i) the date on which a Servicing Officer obtains knowledge thereof and (ii) the date it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing Trust at the Purchase Price of such Mortgage Loan; provided, however, that any . Any such substitution pursuant to (a) above or repurchase purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee Custodian, or if applicable, to the Trustee, of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. of Exhibit N. No substitution will is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller in the Certificate Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in such the form thereof attached as an exhibit to the Custodial Agreementof Exhibit N hereto, the Trustee Custodian, or if applicable the Trustee, shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as prepared by the Seller has preparedSeller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest of the Trust in any Mortgage Loan released pursuant hereto. The After a Delivery Event, the Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that as come into the possession of the Seller Master Servicer from time to time. The Master Servicer, as custodian under the Additional Pledged Collateral Custodial Agreement, acknowledges the deemed transfer to it as custodian of the Additional Collateral and agrees that it shall hold the same on behalf of the Trustee pursuant to the Additional Pledged Collateral Custodial Agreement. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01(i) through (iv) and (vi) 2.01 above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. (a) The Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, Seller an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit Exhibit G-1 to the Custodial Agreement effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii), with respect to such Mortgage Loan are in the Trustee's possession, and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and the Seller an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it the Trustee pursuant to this Agreement with respect to such Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviixi) and (xviiixiv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Trustee shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification with respect to the Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee shall review each Mortgage File with respect to the Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from the Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such MortgageMortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (ivi)-(iv) and (vi) above, the Trustee shall include such exceptions in such Final CertificationCertification (and the Trustee shall state in such Final Certification whether any Mortgage File does not then include the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto). If the public recording office in which a Mortgage or assignment of a Mortgage thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller shall promptly correct or cure such defect referred to above within 90 days after from the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (aA) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (bB) purchase such Mortgage Loan from the Trustee Trust Fund within 90 days after from the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, provided that any such substitution pursuant to (aA) above or repurchase pursuant to (bB) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (aA) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. of Exhibit N. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such the form thereof attached as an exhibit to the Custodial Agreementof Exhibit N hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i2.02(a)(A) through or (iv) and (viB) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor Depositor, the Co-Trustee and any Certificateholder against the Seller. (b) [Reserved].

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the CHL (on behalf of each Seller, or to cause the Custodian to so execute and deliver, ) an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii) with respect to such Mortgage Loans as are in the Co-Trustee's possession and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification) all documents required to be delivered to it the Co-Trustee pursuant to this the Agreement with respect to such Mortgage Loan Loans are in its possession, or in the possession of the Custodian as its agent (except in each case those documents described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviiix) and (xviiixvii) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each Seller) a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each Seller), the Seller (Class 1-AV-1 Insurer and to any Certificateholder that so requests) , a Final Certification with respect to the Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee's direction, shall review each Mortgage File with respect to the Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee applicable Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to such Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from such Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such MortgageMortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Co-Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (ivi)-(iv) and (vi) above, the Trustee shall include such exceptions in such Final CertificationCertification (and the Trustee shall state in such Final Certification whether any Mortgage File does not then include the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto). If the public recording office in which a Mortgage or assignment of a Mortgage thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, CHL shall promptly correct or cure such defect referred to above within 90 days after from the date on which it was so notified of such defect and, if the Seller CHL does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement CHL shall either (aA) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (bB) purchase such Mortgage Loan from the Trustee Trust Fund within 90 days after from the date on which the Seller CHL was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, provided that any such substitution pursuant to (aA) above or repurchase pursuant to (bB) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (aA) above shall not be effected prior to the additional delivery to the Co-Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial AgreementFile Release. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, CHL in the Certificate Account and, upon receipt of such deposit and certification Request for File Release with respect thereto in such form thereof attached as an exhibit to the Custodial Agreementthereto, the Co-Trustee shall release the related Mortgage File to the Seller CHL and shall execute and deliver at the SellerCHL's request such instruments of transfer or assignment as the Seller CHL has prepared, in each case without recourse, as shall be necessary to vest in the SellerCHL, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions CHL repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to CHL and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Co-Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Each Seller shall promptly deliver to the Co-Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the such Seller from time to time. It is understood and agreed that the obligation of the Seller Sellers to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi2.02(a) above shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor and any Certificateholder against the SellerSellers. It is understood and agreed that the obligation of a Seller to substitute for or to purchase, pursuant to Section 2.02(a), any Mortgage Loan whose Mortgage File contains any document or documents that does not meet the requirements of clauses (i)-(iv) and (vi) above and which defect is not corrected or cured by such Seller within 90 days from the date it was notified of such defect, shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor and any Certificateholder against the Sellers.

Acceptance by Trustee of the Mortgage Loans. The Based solely on the certification of the Custodian in Section 2.01(d), the Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached as an exhibit to the Custodial Agreement and in the list of exceptions attached thereto, receipt of the documents referred to in Section 2.01 above and all other assets included in the Trust Fund Mortgage Loans and declares that the Trustee (it or the Custodian, if any, as directed by the Trustee) Custodian on its behalf holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, Loans and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian acknowledges that it will maintain possession of the Mortgage Notes in the Commonwealth of Massachusetts, unless otherwise permitted by the Rating Agencies. Not later than 90 days after receipt of the Mortgage Loan Files as a result of a Delivery Event, the Trustee agrees to execute shall review the Mortgage Loan Files and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, an Initial Seller a Final Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement to the effect Exhibit H, with any applicable exceptions noted thereon certifying that, as to each Mortgage Loan listed in (a) the documents constituting the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, or in the possession of the Custodian as its agent (except in each case those described in Section 2.01(v)) and based on its review and examination and only as to the foregoing documents, (i) such documents Files appear regular on their face and relate to such Mortgage Loan, and (iib) the information set forth in items (i), (ii) (except for zip code), (iii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviiivi) of the definition of the "Mortgage Loan Schedule" in Section 1.01 of this Agreement accurately reflects information set forth in the Mortgage File. The Trustee shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification in the form thereof attached as an exhibit to the Custodial Agreement, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee shall review each Mortgage File to determine that it contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller; (ii) the original recorded Mortgage; (iii) a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title company. If, in the course of such review, the Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such a Mortgage File that do which does not meet the requirements of clauses (i) through (iv) and (vi) aboveSection 2.01, the Trustee shall include list such exceptions as an exception in such the Final Certification. If ; provided, however that the public recording office Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in which a and to that related Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of a and transfer to the assignee thereof under the mortgage to which the assignment relates. In conducting such review, the Trustee shall not be required to make any independent examination of any documents contained in any Mortgage is recorded retains File beyond the original review specifically required in this Agreement. In conducting such review and making the certification required by this paragraph, the Trustee shall not be required to make any representation as to: (i) the validity, legality, sufficiency, enforceability or genuineness of such Mortgage or assignment, a copy any of the original documents contained in each Mortgage or assignment File of any of the Mortgage so retainedLoans identified on the Mortgage Loan Schedule, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause or (ii)) the collectibility, (iii) insurability, effectiveness or (iv) above, as applicablesuitability of any such Mortgage Loan. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller shall promptly correct or cure such defect within 90 days after from the earlier of (i) the date on which a Servicing Officer obtains knowledge thereof and (ii) the date it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing Trust at the Purchase Price of such Mortgage Loan; provided, however, that any . Any such substitution pursuant to (a) above or repurchase purchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof hereof, if any, and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. of Exhibit N. No substitution will is permitted to be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller in the Certificate Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in such the form thereof attached as an exhibit to the Custodial Agreementof Exhibit N hereto, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as prepared by the Seller has preparedSeller, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest of the Trust in any Mortgage Loan released pursuant hereto. The After a Delivery Event, the Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller Master Servicer shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that as come into the possession of the Seller Master Servicer from time to time. The Master Servicer, as custodian under the Additional Pledged Collateral Custodial Agreement, acknowledges the deemed transfer to it as custodian of the Additional Collateral and agrees that it shall hold the same on behalf of the Trustee pursuant to the Additional Pledged Collateral Custodial Agreement. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that which does not meet the requirements of Section 2.01(i) through (iv) and (vi) 2.01 above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer and the Seller, or to cause the Custodian to so execute and deliver, Seller an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii) with respect to such Mortgage Loans as are in the Co-Trustee's possession and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and the Seller an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification) all documents required to be delivered to it the Co-Trustee pursuant to this the Agreement with respect to such Mortgage Loan Loans are in its possession, or in the possession of the Custodian as its agent (except in each case those documents described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviixi) and (xviiixiv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and the Seller a Delay Delivery Certification with respect to the Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer and the Seller (and to any Certificateholder that so requests) a Final Certification with respect to the Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee's direction, shall review each Mortgage File with respect to the Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to the Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from the Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such MortgageMortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Co-Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (i) through (ivi)-(iv) and (vi) above, the Trustee shall include such exceptions in such Final CertificationCertification (and the Trustee shall state in such Final Certification whether any Mortgage File does not then include the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto). If the public recording office in which a Mortgage or assignment of a Mortgage thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller shall promptly correct or cure such defect referred to above within 90 days after from the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (aA) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (bB) purchase such Mortgage Loan from the Trustee Trust Fund within 90 days after from the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, provided that any such substitution pursuant to (aA) above or repurchase pursuant to (bB) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (aA) above shall not be effected prior to the additional delivery to the Co-Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. of Exhibit N. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, Seller in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such the form thereof attached as an exhibit to the Custodial Agreementof Exhibit N hereto, the Co-Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Master Servicer shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations. The Co-Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Co-Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi2.02(a) above shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor and any Certificateholder against the Seller. It is understood and agreed that the obligation of the Seller to substitute for or to purchase, pursuant to Section 2.02(a), any Mortgage Loan whose Mortgage File contains any document or documents that does not meet the requirements of clauses (i)-(iv) and (vi) above and which defect is not corrected or cured by the Seller within 90 days from the date it was notified of such defect, shall constitute the sole remedy respecting such defect available to the Trustee, the Co-Trustee, the Depositor and any Certificateholder against the Seller.

Acceptance by Trustee of the Mortgage Loans. (a) The Co-Trustee acknowledges receipt, subject to the limitations contained in and any exceptions noted in the Initial Certification in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 and in the list of exceptions attached thereto, of the documents referred to in clauses (i) and (iii) of Section 2.01 2.01(g) above with respect to the Initial Mortgage Loans and all other assets included in the Trust Fund and declares that the Trustee (or the Custodian, if any, as directed by the Trustee) it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees to execute and deliver on the Closing Date to the Depositor, the Master Servicer Servicer, the Guarantor and the CHL (on behalf of each Seller, or to cause the Custodian to so execute and deliver, ) an Initial Certification substantially in the form thereof attached annexed hereto as an exhibit to the Custodial Agreement Exhibit G-1 to the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically identified in such certification as not covered by such certification), the documents described in Section 2.01(g)(i) and, in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the documents described in Section 2.01(g)(iii) with respect to such Initial Mortgage Loans as are in the Co-Trustee's possession and based on its review and examination and only as to the foregoing documents, such documents appear regular on their face and relate to such Initial Mortgage Loan. The Trustee agrees to execute and deliver within 30 days after the Closing Date to the Depositor, the Master Servicer and CHL (on behalf of each Seller) an Interim Certification substantially in the form annexed hereto as Exhibit G-2 to the effect that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule (other than any Initial Mortgage Loan paid in full or any Initial Mortgage Loan specifically identified in such certification as not covered by such certification) all documents required to be delivered to it the Co-Trustee pursuant to this the Agreement with respect to such Initial Mortgage Loan Loans are in its possession, or in the possession of the Custodian as its agent (except in each case those documents described in Section 2.01(v2.01(g)(vi)) and based on its review and examination and only as to the foregoing documents, (i) such documents appear regular on their face and relate to such Initial Mortgage Loan, and (ii) the information set forth in items (i), (ii), (iv), (v), (vi), (viii), (xiii), (xiv), (xv), (xvi), (xviiix) and (xviiixvii) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. On or before the thirtieth (30th) day after the Closing Date (or if such thirtieth day is not a Business Day, the succeeding Business Day), the Trustee shall deliver to the Depositor, the Master Servicer and CHL (on behalf of each Seller) a Delay Delivery Certification with respect to the Initial Mortgage Loans substantially in the form annexed hereto as Exhibit G-3, with any applicable exceptions noted thereon. The Co-Trustee or the Trustee, as applicable, shall be under no duty or obligation to inspect, review or examine such documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face. Not later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor, the Master Servicer Servicer, the Guarantor, the Class 1-AV-1 Insurer and the Seller CHL (on behalf of each Seller), and to any Certificateholder that so requests) , a Final Certification with respect to the Initial Mortgage Loans substantially in the form thereof attached annexed hereto as an exhibit to the Custodial AgreementExhibit H, with any applicable exceptions noted thereon. In connection with the Trustee's completion and delivery of such Final Certification, the Trustee Co-Trustee, at the Trustee's direction, shall review each Mortgage File with respect to the Initial Mortgage Loans to determine that it such Mortgage File contains the following documents: (i) the original Mortgage Note, endorsed by the Seller, the last endorsee applicable Seller or the originator of such Mortgage Loan, without recourse, in the following form: "Pay to the order of _________________, _ without recourse", with all intervening endorsements that show a complete chain of endorsement from the originator to such Seller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from such Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Initial Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which Mortgage has been recorded; (iii) in the case of each Initial Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage in the form permitted by Section 2.01 with evidence of recording thereon2.01; (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such MortgageMortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any, with evidence of recording thereon if recordation thereof is permissible under applicable law; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or any one of an original title binder, an original preliminary title report or an original title commitment, or a copy thereof certified by the title companythereto. If, in the course of such review, the Co-Trustee (or the Custodian as agent of the Trustee) finds any document or documents constituting a part of such Mortgage File that do not meet the requirements of clauses (ii)-(iv) through (iv) and (vi) above, the Trustee shall include such exceptions in such Final Certification. If the public recording office in which a Mortgage or assignment of a Mortgage is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment of the Mortgage so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall be deemed to satisfy the requirements of clause (ii), (iii) or (iv) above, as applicable. The Seller, pursuant to its obligations under the Mortgage Sale Agreement, shall promptly correct or cure such defect within 90 days after the date on which it was so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller pursuant to its obligations under the Mortgage Sale Agreement shall either (a) if the time to cure such defect expires prior to the end of the second anniversary of the Closing Date, substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (b) purchase such Mortgage Loan from the Trustee within 90 days after the date on which the Seller was notified of such defect in writing at the Purchase Price of such Mortgage Loan; provided, however, that any such substitution pursuant to (a) above or repurchase pursuant to (b) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution pursuant to (a) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form thereof attached as an exhibit to the Custodial Agreement. No substitution will be made in any calendar month after the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by the Seller, pursuant to its obligations under the Mortgage Sale Agreement, in the Certificate Account and, upon receipt of such deposit and certification with respect thereto in such form thereof attached as an exhibit to the Custodial Agreement, the Trustee shall release the related Mortgage File to the Seller and shall execute and deliver at the Seller's request such instruments of transfer or assignment as the Seller has prepared, in each case without recourse, as shall be necessary to vest in the Seller, or a designee, the Trustee's interest in any Mortgage Loan released pursuant hereto. The Trustee (or the Custodian, if any, as directed by the Trustee) shall retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions set forth herein. The Seller shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File that come into the possession of the Seller from time to time. It is understood and agreed that the obligation of the Seller to substitute for or to purchase any Mortgage Loan that does not meet the requirements of Section 2.01(i) through (iv) and (vi) above shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.