Common use of Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee Clause in Contracts

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate InsurerBack-up Servicer, the Servicer and the Unaffiliated Seller on or prior to the Closing Date an acknowledgment acknowledgement of receipt of of, in the Certificate Insurance Policies form attached as Exhibit S hereto, and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold or cause the Collateral Agent, on its behalf to hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the TrusteeTrustee or the Collateral Agent on its behalf, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee Collateral Agent agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days thirty (30) days after the Closing Date or, (with respect to the Initial Mortgage Loans), within thirty (30) days after receipt by the Collateral Agent, on behalf of the Trustee, thereof (with respect to Qualified Substitute Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Unaffiliated Seller, the Servicer, the Depositor Back-up Servicer and the Certificate Insurer Depositor a certification in the form attached hereto as Exhibit F to J (the effect "Initial Certification") certifying that, as to each Mortgage Loan listed in the related 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), and unless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 2.05 hereof and (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Collateral Agent, on behalf of the Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary . (b) Within ninety (90) days of the Closing Date, with respect to the Initial Mortgage Loans, and within ninety (90) days of any Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans transferred on such date; the Trustee shall deliver (or cause to be delivered) to the Servicer, the Back-up Servicer, the Unaffiliated Seller, the Depositor and the Certificate Insurer Rating Agencies a final certification in the form attached hereto as Exhibit G to K (the effect "Final Certification") certifying that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certificationunless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (bc) If the Certificate Insurer or Collateral Agent on behalf of the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Back-up Servicer and the TrusteeUnaffiliated Seller. In performing any such review, the Collateral Agent on behalf of the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent or the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 (other than those listed in clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent on behalf of the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. Pursuant to the Purchase and Sale Unaffiliated Seller's Agreement, the Unaffiliated Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Collateral Agent or the Trustee. If, however, within 60 sixty (60) days after the Collateral Agent or the Trustee's notice to it respecting such defect the Unaffiliated Seller has not caused to be remedied the defect and the defect materially and adversely affects the value of, or the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)Loan, the Trustee shall enforce Unaffiliated Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that . For purposes of calculating the Seller may not, pursuant to clause (ii) preceding, purchase Interest Remittance Amount and the Principal Balance of Remittance Amount, any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Distribution Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Remittance Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H L hereto), the Trustee shall release to the Servicer for release or cause the Collateral Agent to release to the Unaffiliated Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Trustee shall notify the Certificate Insurer Rating Agencies if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to shall execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date (or, with respect to the Subsequent Business Loans, on the related Subsequent Closing Date), an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto F hereto, stating that it has received, for each Business Loan, a Business Note, and a file, and declares that it the Trustee will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Document File within 45 Business Days 90 days after the Closing Date or Subsequent Closing Date, as the case may be, (or, with respect to Subsequent Mortgage Loansany Qualified Substitute Business Loan, within 45 days after the Subsequent Transfer Date assignment thereof), and to deliver to the Certificateholders, the Seller, the Servicer, the Depositor and the Certificate Insurer Servicer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanF-1. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 360 days after the Closing DateDate (or, with respect to any Qualified Substitute Business Loan, within 360 days after the assignment thereof), the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, each Rating Agency and any Certificateholder who requests a copy from the Depositor and the Certificate Insurer Trustee a final certification in the form attached hereto as Exhibit G to F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanDocument Files. (b) If the Certificate Insurer or the Trustee Trustee, during the process of reviewing the Trustee's Mortgage Document Files finds any document constituting a part of a Trustee's Mortgage Document File which is not properly executed, has not been received, is unrelated to the Mortgage a Business Loan identified in the related Mortgage Business Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage Business Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, Servicer and the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Business Files is limited solely to confirming that the documents listed in Section 2.3 2.04 have been executed and received and relate to the Mortgage Files Business Loans identified in the related Mortgage Business Loan Schedule. Pursuant to the Purchase and Sale Agreement, the The Seller has agreed agrees to use reasonable efforts to cause to be remedied remedy a material defect in a document constituting part of a Mortgage Business File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such material defect the Seller has not caused to be remedied the defect and the such defect materially and adversely affects the interest value of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)Business Loan, the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either Seller will (i) substitute in lieu of such Mortgage Business Loan a Qualified Substitute Mortgage Business Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Business Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Business Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereonon such Principal Balance, computed at the related Mortgage Interest RateAdjusted Business Loan Remittance Rate as of the next succeeding Determination Date, plus the amount of any unreimbursed accrued unpaid Servicing Fees, Monthly Advances and Servicing Advances made by reimbursable to the Servicer with respect to such Mortgage LoanServicer, which purchase price shall be deposited in the Trustee Collection Principal and Interest Account prior to on the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H I hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage Document File and the Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Business Loan to the Seller. The All costs of any such transfer shall be borne by the Servicer. (d) If in connection with taking any action the Servicer requires any item constituting part of the Trustee's Document File, or the release from the lien of the related Business Loan of all or part of any Mortgaged Property or other Collateral, the Servicer shall deliver to the Trustee a certificate to such effect in the form attached as Exhibit I hereto. Upon receipt of such certification, the Trustee shall notify deliver to the Certificate Insurer if Servicer the requested documentation and the Trustee shall execute, without recourse, and deliver such instruments of transfer necessary to release all or the requested part of the Mortgaged Property or other Collateral from the lien of the related Business Loan. On the Remittance Date in March of each year, the Trustee shall deliver to the Seller fails and the Servicer a certification detailing all transactions with respect to repurchase the Business Loans for which the Trustee holds a Trustee's Document File pursuant to this Agreement during the prior calendar year. Such certification shall list all Trustee's Document Files which were released by or substitute returned to the Trustee during the prior calendar year, the date of such release or return and the reason for a Mortgage Loan in accordance with the foregoingsuch release or return.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees Multi-Party Agreement provides for the FTA to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of each SBA Note in accordance with the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto terms and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerMulti-Party Agreement. The Trustee agrees, for the benefit of the Certificateholders SBA and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Document File (with the exception of the SBA Notes held by the FTA) within 45 Business Days 90 days after the Closing Date or Subsequent Transfer Date, as the case may be (or, with respect to Subsequent Mortgage Loansany Qualified Substitute SBA Loan, within 45 days after the Subsequent Transfer Date assignment thereof), and to deliver to the SellerCertificateholders, the ServicerSellers, the Depositor Servicer and the Certificate Insurer SBA a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanF-1. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 360 days after the Closing DateDate (or, with respect to any Qualified Substitute SBA Loan, within 360 days after the assignment thereof), the Trustee shall deliver (or cause to be delivered) to the Sellers, the Servicer, the SellerSBA, the Depositor Rating Agencies and any Certificateholder who requests a copy from the Certificate Insurer Trustee a final certification in the form attached hereto as Exhibit G to F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanDocument Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Document Files finds any document constituting a part of a Trustee's Mortgage Document File which is not properly executed, has not been received, is unrelated to the Mortgage an SBA Loan identified in the related Mortgage SBA Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage SBA Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Bank and the TrusteeServicer. In performing any such review, the Trustee may conclusively rely on the Seller Bank as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code.is (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H I hereto), the Trustee shall release to the Servicer for release to the Seller Bank the related Trustee's Mortgage Document File and the Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage SBA Loan to the SellerBank. All costs of any such transfer shall be borne by the Servicer. (d) If in connection with taking any action the Servicer requires any item constituting part of the Trustee's Document File, or the release from the lien of the related SBA Loan of all or part of any Mortgaged Property or other Collateral, the Servicer shall deliver to the Trustee a certificate to such effect in the form attached as Exhibit I hereto. The Servicer shall comply with the SBA Rules and Regulations in connection with such action, including the giving of any necessary notice. Upon receipt of such certification, the Trustee or the SBA, as the case may be, shall deliver to the Servicer the requested documentation and the Trustee shall notify execute, without recourse, and deliver such instruments of transfer necessary to release all or the Certificate Insurer if requested part of the Seller fails Mortgaged Property or other Collateral from the lien of the related SBA Loan. On the Remittance Date in March of each year, the Trustee shall deliver to repurchase the Sellers and the Servicer a certification detailing all transactions with respect to the SBA Loans for which the Trustee holds a Trustee's Document File pursuant to this Agreement during the prior calendar year. Such certification shall list all Trustee's Document Files which were released by or substitute returned to the Trustee or the FTA during the prior calendar year, the date of such release or return and the reason for a Mortgage Loan in accordance with the foregoingsuch release or return.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor[, the Certificate Insurer], the Master Servicer and the Seller Transferor on or prior to the Closing Date [an acknowledgment of receipt of the Certificate Insurance Policies Policy and, ,] with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders [and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. ]. (b) The Trustee agrees, for the benefit of the Certificateholders [and the Certificate Insurer], to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date and to deliver to the SellerTransferor, the Master Servicer, the Depositor [and the Certificate Insurer Insurer] a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i1) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii2) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to (1) inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their faceface or (2) determine whether any Trustee's Mortgage File should contain any of the documents referred to in Section 2.3(a)(v). On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the SellerTransferor, the Depositor [and the Certificate Insurer Insurer] a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (bc) If [the Certificate Insurer or or] the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee [or the Certificate Insurer, as applicable, ,] shall promptly so notify the Master Servicer, the SellerTransferor, [the Certificate Insurer Insurer] and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller Transferor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller Transferor has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 120 days after the Trustee's notice to it respecting such defect the Seller Transferor has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan [or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)], the Trustee shall enforce the SellerTransferor's obligation pursuant to the Purchase and Sale Agreement to either (i1) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii2) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Certificate Account prior to the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller Transferor may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller Transferor has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Certificate Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Master Servicer for release to the Seller Transferor the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller Transferor as may be necessary to transfer such Mortgage Loan to the SellerTransferor. [The Trustee shall notify the Certificate Insurer if the Seller Transferor fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.]

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees SBA shall cause the FTA to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date (or, with respect to the Subsequent SBA Loans, on the related Subsequent Closing Date), for each SBA ss. 7 (a) Loan, an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, SBA Note by the original Mortgage Note (with any exceptions noted), FTA in the form attached as Exhibit E hereto 1 to the Multi-Party Agreement, and declares that it the FTA will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein agent for the benefit of the Certificateholders SBA and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders SBA and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Document File within 45 Business Days 90 days after the Closing Date or Subsequent Closing Date, as the case may be (or, with respect to Subsequent Mortgage Loansany Qualified Substitute SBA Loan, within 45 days after the Subsequent Transfer Date assignment thereof), and to deliver to the SellerCertificateholders, the ServicerSellers, the Depositor SBA and the Certificate Insurer Servicer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanF-1. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 360 days after the Closing DateDate (or, with respect to any Qualified Substitute SBA Loan, within 360 days after the assignment thereof), the Trustee shall deliver (or cause to be delivered) to the Servicer, the applicable Seller, the Depositor SBA, each Rating Agency and any Certificateholder who requests a copy from the Certificate Insurer Trustee a final certification in the form attached hereto as Exhibit G to F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanDocument Files. (b) If the Certificate Insurer Trustee or the Trustee SBA, as the case may be, during the process of reviewing the Trustee's Mortgage Document Files finds any document constituting a part of a Trustee's Mortgage Document File which is not properly executed, has not been received, is unrelated to the Mortgage an SBA Loan identified in the related Mortgage SBA Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage SBA Loan Schedule, the Trustee or the Certificate InsurerSBA, as applicablethe case may be, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Servicer and the TrusteeSellers. In performing any such review, the Trustee or the SBA, as the case may be, may conclusively rely on the Seller Sellers as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's and the SBA's review of the Mortgage SBA Files is limited solely to confirming that the documents listed in Section 2.3 2.04 have been executed and received and relate to the Mortgage Files SBA Loans identified in the related Mortgage SBA Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed The Sellers agree to use reasonable efforts to cause to be remedied remedy a material defect in a document constituting part of a Mortgage an SBA File of which it is so notified by the TrusteeTrustee or the SBA, as the case may be. If, however, within 60 days after the Trustee's or the SBA's notice to it respecting such material defect the applicable Seller has not caused to be remedied the defect and the such defect materially and adversely affects the interest value of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)SBA Loan, the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either Seller will (i) substitute in lieu of such Mortgage SBA Loan a Qualified Substitute Mortgage SBA Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase the Unguaranteed Interest of such Mortgage SBA Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan Unguaranteed Interest as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereonon such Principal Balance, computed at the related Mortgage Interest RateAdjusted SBA Loan Remittance Rate as of the next succeeding Determination Date, plus the amount of any unreimbursed accrued unpaid Servicing Fees, Monthly Advances and Servicing Advances made by reimbursable to the Servicer with respect to such Mortgage LoanServicer, which purchase price shall be deposited in the Trustee Collection Principal and Interest Account prior to on the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee and the SBA of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H I hereto), the Trustee and the SBA shall release to the Servicer for release to the applicable Seller the related Trustee's Mortgage Document File and the Trustee and the SBA shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage SBA Loan to the Seller. The All costs of any such transfer shall be borne by the Servicer. (d) If in connection with taking any action the Servicer requires any item constituting part of the Trustee's Document File, or the release from the lien of the related SBA Loan of all or part of any Mortgaged Property or other Collateral, the Servicer shall deliver to the Trustee and the SBA a certificate to such effect in the form attached as Exhibit I hereto. Upon receipt of such certification, the Trustee or the SBA, as the case may be, shall deliver to the Servicer the requested documentation and the Trustee shall notify execute, without recourse, and deliver such instruments of transfer necessary to release all or the Certificate Insurer if requested part of the Seller fails Mortgaged Property or other Collateral from the lien of the related SBA Loan. On the Remittance Date in March of each year, the Trustee shall deliver to repurchase the Sellers, the SBA and the Servicer a certification detailing all transactions with respect to the SBA Loans for which the Trustee holds a Trustee's Document File pursuant to this Agreement during the prior calendar year. Such certification shall list all Trustee's Document Files which were released by or substitute returned to the Trustee or the FTA during the prior calendar year, the date of such release or return and the reason for a Mortgage Loan in accordance with the foregoingsuch release or return.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee Trustee, agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Unaffiliated Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy, in a form attached as Exhibit G hereto, and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E Q hereto and declares that it will hold or cause the Collateral Agent, on its behalf to hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the TrusteeTrustee or the Collateral Agent on its behalf, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee Collateral Agent agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days thirty (30) days after the Closing Date or, (with respect to the Initial Mortgage Loans), within thirty (30) days after receipt by the Collateral Agent, on behalf of the Trustee, thereof (with respect to Qualified Substitute Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Unaffiliated Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F I to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Collateral Agent, on behalf of the Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary . (b) Within ninety (90) days of the Closing Date, with respect to the Initial Mortgage Loans, and within 90 days of any Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans transferred on such date; the Trustee shall deliver (or cause to be delivered) to the Servicer, the Unaffiliated Seller, the Depositor Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (bc) If the Certificate Insurer or Collateral Agent on behalf of the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, Unaffiliated Seller and the Certificate Insurer and the TrusteeInsurer. In performing any such review, the Collateral Agent on behalf of the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent or the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 (other than those listed in clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent on behalf of the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. Pursuant to the Purchase and Sale Unaffiliated Seller's Agreement, the Unaffiliated Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Collateral Agent or the Trustee. If, however, within 60 sixty (60) days after the Collateral Agent or the Trustee's notice to it respecting such defect the Unaffiliated Seller has not caused to be remedied the defect and the defect materially and adversely affects the value of, or the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Unaffiliated Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Distribution Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Remittance Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H J hereto), the Trustee shall release to the Servicer for release or cause the Collateral Agent to release to the Unaffiliated Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Trustee shall notify the Certificate Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee Trustee, agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Unaffiliated Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy, in a form attached as Exhibit G hereto, and, on or prior to the Closing Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E Q hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee Collateral Agent agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days thirty (30) days after the Closing Date orDate, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date and to deliver to the Unaffiliated Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F I to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary . (b) Within ninety (90) days of the Closing Date, with respect to the Mortgage Loans transferred on such date; the Trustee shall deliver (or cause to be delivered) to the Servicer, the Unaffiliated Seller, the Depositor Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (bc) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, Unaffiliated Seller and the Certificate Insurer and the TrusteeInsurer. In performing any such review, the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 (other than those listed in clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. Pursuant to the Purchase and Sale Unaffiliated Seller's Agreement, the Unaffiliated Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 sixty (60) days after the Trustee's notice to it respecting such defect the Unaffiliated Seller has not caused to be remedied the defect and the defect materially and adversely affects the value of, or the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Unaffiliated Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Distribution Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Remittance Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H J hereto), the Trustee shall release to the Servicer for release to the Unaffiliated Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Trustee shall notify the Certificate Insurer if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees SBA shall cause the FTA to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date (or, with respect to the Subsequent SBA Loans, on the related Subsequent Transfer Date), for each SBA ss. 7 (a) Loan, an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, SBA Note by the original Mortgage Note (with any exceptions noted), FTA in the form attached as Exhibit E hereto 1 to the Multi-Party Agreement, and declares that it the FTA will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein agent for the benefit of the Certificateholders SBA and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders SBA and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Document File within 45 Business Days 90 days after the Closing Date or Subsequent Closing Date, as the case may be (or, with respect to any Subsequent Mortgage LoansSBA Loan or Qualified Substitute SBA Loan, within 45 days after the Subsequent Transfer Date assignment thereof), and to deliver to the Certificateholders, the Seller, the Servicer, the Depositor SBA and the Certificate Insurer Servicer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanF-1. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 360 days after the Closing DateDate (or, with respect to any Qualified Substitute SBA Loan, within 360 days after the assignment thereof), the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor SBA, the Rating Agency and any Certificateholder who requests a copy from the Certificate Insurer Trustee a final certification in the form attached hereto as Exhibit G to F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanDocument Files. (b) If the Certificate Insurer Trustee or the Trustee SBA, as the case may be, during the process of reviewing the Trustee's Mortgage Document Files finds any document constituting a part of a Trustee's Mortgage Document File which is not properly executed, has not been received, is unrelated to the Mortgage an SBA Loan identified in the related Mortgage SBA Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage SBA Loan Schedule, the Trustee or the Certificate InsurerSBA, as applicablethe case may be, shall promptly so notify the Servicer, Servicer and the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee or the SBA, as the case may be, may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's and the SBA's review of the Mortgage SBA Files is limited solely to confirming that the documents listed in Section 2.3 2.04 have been executed and received and relate to the Mortgage Files SBA Loans identified in the related Mortgage SBA Loan Schedule. Pursuant to the Purchase and Sale Agreement, the The Seller has agreed agrees to use reasonable efforts to cause to be remedied remedy a material defect in a document constituting part of a Mortgage an SBA File of which it is so notified by the TrusteeTrustee or the SBA, as the case may be. If, however, within 60 days after the Trustee's or the SBA's notice to it respecting such material defect the Seller has not caused to be remedied the defect and the such defect materially and adversely affects the interest value of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)SBA Loan, the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either Seller will (i) substitute in lieu of such Mortgage SBA Loan a Qualified Substitute Mortgage SBA Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase the Unguaranteed Interest of such Mortgage SBA Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan Unguaranteed Interest as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereonon such Principal Balance, computed at the related Mortgage Interest RateAdjusted SBA Loan Remittance Rate as of the next succeeding Determination Date, plus the amount of any unreimbursed accrued unpaid Servicing Fees, Monthly Advances and Servicing Advances made by reimbursable to the Servicer with respect to such Mortgage LoanServicer, which purchase price shall be deposited in the Trustee Collection Principal and Interest Account prior to on the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee and the SBA of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H I hereto), the Trustee and the SBA shall release to the Servicer for release to the Seller the related Trustee's Mortgage Document File and the Trustee and the SBA shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage SBA Loan to the Seller. The All costs of any such transfer shall be borne by the Servicer. (d) If in connection with taking any action the Servicer requires any item constituting part of the Trustee's Document File, or the release from the lien of the related SBA Loan of all or part of any Mortgaged Property or other Collateral, the Servicer shall deliver to the Trustee and the SBA a certificate to such effect in the form attached as Exhibit I hereto. Upon receipt of such certification, the Trustee or the SBA, as the case may be, shall deliver to the Servicer the requested documentation and the Trustee shall notify execute, without recourse, and deliver such instruments of transfer necessary to release all or the Certificate Insurer if requested part of the Seller fails Mortgaged Property or other Collateral from the lien of the related SBA Loan. On the Remittance Date in March of each year, the Trustee shall deliver to repurchase the Seller, the SBA and the Servicer a certification detailing all transactions with respect to the SBA Loans for which the Trustee holds a Trustee's Document File pursuant to this Agreement during the prior calendar year. Such certification shall list all Trustee's Document Files which were released by or substitute returned to the Trustee or the FTA during the prior calendar year, the date of such release or return and the reason for a Mortgage Loan in accordance with the foregoingsuch release or return.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate InsurerBack-up Servicer, the Servicer and the Unaffiliated Seller on or prior to the Closing Date an acknowledgment acknowledgement of receipt of of, in the Certificate Insurance Policies andform attached as Exhibit S hereto, with respect to the Mortgage Loan Pool transferred on such date, each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold or cause the Collateral Agent, on its behalf to hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the TrusteeTrustee or the Collateral Agent on its behalf, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee Collateral Agent agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days thirty (30) days after the Closing Date or, (with respect to Subsequent the Mortgage Loans), within thirty (30) days after receipt by the Subsequent Transfer Date Collateral Agent, on behalf of the Trustee, thereof (with respect to Qualified Substitute Mortgage Loans), as applicable, and to deliver to the Unaffiliated Seller, the Servicer, the Depositor Back-up Servicer and the Certificate Insurer Depositor a certification in the form attached hereto as Exhibit F to J (the effect "Initial Certification") certifying that, as to each Mortgage Loan listed in the related 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), and unless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 2.05 hereof and (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Collateral Agent, on behalf of the Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary . (b) Within ninety (90) days of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Back-up Servicer, the Unaffiliated Seller, the Depositor and the Certificate Insurer Rating Agencies a final certification in the form attached hereto as Exhibit G to K (the effect "Final Certification") certifying that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certificationunless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (bc) If the Certificate Insurer or Collateral Agent on behalf of the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Back-up Servicer and the TrusteeUnaffiliated Seller. In performing any such review, the Collateral Agent on behalf of the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent or the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 (other than those listed in clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent on behalf of the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. Pursuant to the Purchase and Sale Unaffiliated Seller's Agreement, the Unaffiliated Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Collateral Agent or the Trustee. If, however, within 60 sixty (60) days after the Collateral Agent or the Trustee's notice to it respecting such defect the Unaffiliated Seller has not caused to be remedied the defect and the defect materially and adversely affects the value of, or the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)Loan, the Trustee shall enforce Unaffiliated Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that . For purposes of calculating the Seller may not, pursuant to clause (ii) preceding, purchase Interest Remittance Amount and the Principal Balance of Remittance Amount, any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Distribution Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Remittance Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H L hereto), the Trustee shall release to the Servicer for release or cause the Collateral Agent to release to the Unaffiliated Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Trustee shall notify the Certificate Insurer Rating Agencies if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees SBA shall cause the FTA to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date (or, with respect to the Subsequent SBA Loans, on the related Subsequent Transfer Date), for each SBA ss. 7 (a) Loan, an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, SBA Note by the original Mortgage Note (with any exceptions noted), FTA in the form attached as Exhibit E hereto 1 to the Multi-Party Agreement, and declares that it the FTA will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein agent for the benefit of the Certificateholders SBA and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders SBA and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Document File within 45 Business Days 90 days after the Closing Date or Subsequent Transfer Date, as the case may be (or, with respect to any Subsequent Mortgage LoansSBA Loan or Qualified Substitute SBA Loan, within 45 days after the Subsequent Transfer Date assignment thereof), and to deliver to the Certificateholders, the Seller, the Servicer, the Depositor SBA and the Certificate Insurer Servicer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanF-1. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 360 days after the Closing DateDate (or, with respect to any Qualified Substitute SBA Loan, within 360 days after the assignment thereof), the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor SBA, the Rating Agency and any Certificateholder who requests a copy from the Certificate Insurer Trustee a final certification in the form attached hereto as Exhibit G to F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanDocument Files. (b) If the Certificate Insurer Trustee or the Trustee SBA, as the case may be, during the process of reviewing the Trustee's Mortgage Document Files finds any document constituting a part of a Trustee's Mortgage Document File which is not properly executed, has not been received, is unrelated to the Mortgage an SBA Loan identified in the related Mortgage SBA Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage SBA Loan Schedule, the Trustee or the Certificate InsurerSBA, as applicablethe case may be, shall promptly so notify the Servicer, Servicer and the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee or the SBA, as the case may be, may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's and the SBA's review of the Mortgage SBA Files is limited solely to confirming that the documents listed in Section 2.3 2.04 have been executed and received and relate to the Mortgage Files SBA Loans identified in the related Mortgage SBA Loan Schedule. Pursuant to the Purchase and Sale Agreement, the The Seller has agreed agrees to use reasonable efforts to cause to be remedied remedy a material defect in a document constituting part of a Mortgage an SBA File of which it is so notified by the TrusteeTrustee or the SBA, as the case may be. If, however, within 60 days after the Trustee's or the SBA's notice to it respecting such material defect the Seller has not caused to be remedied the defect and the such defect materially and adversely affects the interest value of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)SBA Loan, the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either Seller will (i) substitute in lieu of such Mortgage SBA Loan a Qualified Substitute Mortgage SBA Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase the Unguaranteed Interest of such Mortgage SBA Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan Unguaranteed Interest as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereonon such Principal Balance, computed at the related Mortgage Interest RateAdjusted SBA Loan Remittance Rate as of the next succeeding Determination Date, plus the amount of any unreimbursed accrued unpaid Servicing Fees, Monthly Advances and Servicing Advances made by reimbursable to the Servicer with respect to such Mortgage LoanServicer, which purchase price shall be deposited in the Trustee Collection Principal and Interest Account prior to on the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee and the SBA of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H I hereto), the Trustee and the SBA shall release to the Servicer for release to the Seller the related Trustee's Mortgage Document File and the Trustee and the SBA shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage SBA Loan to the Seller. The All costs of any such transfer shall be borne by the Servicer. (d) If in connection with taking any action the Servicer requires any item constituting part of the Trustee's Document File, or the release from the lien of the related SBA Loan of all or part of any Mortgaged Property or other Collateral, the Servicer shall deliver to the Trustee and the SBA a certificate to such effect in the form attached as Exhibit I hereto. Upon receipt of such certification, the Trustee or the SBA, as the case may be, shall deliver to the Servicer the requested documentation and the Trustee shall notify execute, without recourse, and deliver such instruments of transfer necessary to release all or the Certificate Insurer if requested part of the Seller fails Mortgaged Property or other Collateral from the lien of the related SBA Loan. On the Remittance Date in March of each year, the Trustee shall deliver to repurchase the Seller, the SBA and the Servicer a certification detailing all transactions with respect to the SBA Loans for which the Trustee holds a Trustee's Document File pursuant to this Agreement during the prior calendar year or substitute part thereof. Such certification shall list all Trustee's Document Files which were released by or returned to the Trustee or the FTA during the prior calendar year, the date of such release or return and the reason for a Mortgage Loan in accordance with the foregoingsuch release or return.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date with respect to the Initial Mortgage Loans, and on each Subsequent Transfer Date with respect to the related Subsequent Mortgage Loans, an acknowledgment of receipt of the Certificate Insurance Policies andof, with respect to for each initial Mortgage Loan, the original an Assignment of Mortgage Note (with any exceptions noted)or certified copy thereof, and a Mortgage Note, in the form attached as Exhibit E hereto F hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of the Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage File relating to the Initial Mortgage Loans delivered to it within 45 Business Days 60 days after the Closing Date and each Trustee's Mortgage File relating to the Subsequent Mortgage Loans delivered to it within 60 days after the related Subsequent Transfer Date (or, with respect to Subsequent any Qualified Substitute Mortgage LoansLoan, within 45 days after the Subsequent Transfer Date and assignment thereof) and, on each such date, to deliver to the SellerRepresentative, the Servicer, the Depositor Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F F-1 to the effect that, as to each Mortgage Loan listed in the related 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), with such exceptions, if any, as identified therein (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale this Agreement are in its possessionpossession (other than items listed in Section 2.04(d)(ii)), (ii) each such document has documents (other than items listed in Section 2.04(d)(ii)) have been reviewed by it, has been, to the extent required, executed it and has have not been mutilated, damaged, torn or otherwise physically altered and relate to such Mortgage Loan, (handwritten additionsiii) based on its examination and only as to the foregoing documents, changes the information set forth on the Mortgage Loan Schedule accurately reflects the information set forth in the Trustee's Mortgage File, and (iv) each Mortgage Note has been endorsed as provided in Section 2.04 of this Agreement. Further, for each Mortgage Loan with an original principal balance in excess of $15,000 for which the documents in the possession of the Trustee indicate that the related Originator conducted a drive-by appraisal pursuant to FHLMC Form 704 or corrections alternative FNMA Form in connection with originating such Mortgage Loan, the Trustee shall verify whether the Trustee's Mortgage File shows that such Mortgage Loan, (A) had an original principal balance not constitute physical alteration if initialed in excess of $35,000, and (B) has a Loan-to Value Ratio less than 50% (based solely on the LTV included on the Mortgage Loan Schedule) and/or an appraisal on FNMA/FHLMC Form 1004 was performed by the Mortgagor), appears regular on its face and relates related Originator within one year prior to the origination of such Mortgage Loan. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the SellerRepresentative, the Depositor and the Certificate Insurer and any Certificateholder who requests a copy from the Trustee a final certification in the form attached hereto as Exhibit G to evidencing, if such be the effect thatcase, as to each the completeness of the Trustee's Mortgage Loan and Subsequent Mortgage Loan listed in the Mortgage Loan Schedule Files (other than any Mortgage Loan paid items listed in full or any Mortgage Loan specifically identified in such certification as not covered by such certificationSection 2.04(d)(ii), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not properly executed, has not been received, is unrelated to the a Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee Certificate Insurer or the Certificate Insurer, as applicable, Trustee shall promptly so notify the Servicer, the Seller, Representative and the Trustee or the Certificate Insurer and the TrusteeInsurer, respectively. In performing any such review, the Trustee may conclusively rely on the Seller related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.04 (other than the items listed in Section 2.04(d)(ii)) appear on their face to have been executed and received and to relate to the Mortgage Files Loans identified in the related Mortgage Loan Schedule. Pursuant , and to verify that each Mortgaged Property appears from the information contained in the Trustee's Mortgage File to be a Residential Dwelling (or, with respect to the Purchase and Sale AgreementMultifamily Loans, the Seller has agreed a Multifamily Property). The Representative agrees to use reasonable efforts to cause to be remedied remedy a material defect in a document constituting part of a Mortgage File of which it is so notified by the Certificate Insurer or the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller Representative has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either Representative will (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such the Mortgage Loan as of the date of purchase, before the occurrence of Realized Losses, if any, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon(or, in the case of a Pool II Mortgage Loan, the actual number of days during the related interest period for the Pool II Certificates) on such Principal Balance, computed at the related weighted average Class Adjusted Mortgage Interest RateLoan Remittance Rates for the Pool I Certificates with respect to a Pool I Mortgage Loan, the weighted average Class Adjusted Mortgage Loan Remittance Rates for the Pool II Certificates, with respect to a Pool II Mortgage Loan or the Class Adjusted Mortgage Loan Remittance Rate for the Pool III Certificates with respect to a Pool III Mortgage Loan, as the case may be, as of the next succeeding Determination Date, plus any accrued unpaid Servicing Fees, Contingency Fees, Monthly Advances and Servicing Advances reimbursable to the Servicer, plus the amount interest portion of any unreimbursed Servicing Advances Insured Payments made by the Servicer with respect Certificate Insurer related to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection applicable Principal and Interest Account prior to on the next succeeding Servicer Remittance DateDetermination Date except for the amount described above relating to unreimbursed Insured Payments, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in which shall be paid directly by the Collection Account or Trustee Collection Account for future distribution Representative to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the CodeCertificate Insurer. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection applicable Principal and Interest Account (which certification shall be in the form of Exhibit H J hereto), the Trustee shall release to the Servicer for release to the Seller Representative the related Trustee's Mortgage File and the Trustee shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the SellerRepresentative. The All costs of any such transfer shall be borne by the Servicer. If requested by either the Representative, the Servicer or the Certificate Insurer, on the Remittance Date in June of each year, commencing 1997, the Trustee shall notify deliver to the Representative, the Servicer and the Certificate Insurer if a certification detailing all transactions with respect to the Seller fails Mortgage Loans for which the Trustee holds a Trustee's Mortgage File pursuant to repurchase this Agreement during the prior calendar year. Such certification shall list all Trustee's Mortgage Files which were released by or substitute returned to the Trustee during the prior calendar year, the date of such release or return, the reason for a such release or return, and the person to whom the Trustee's Mortgage Loan in accordance with File was released or the foregoingperson who returned the Trustee's Mortgage File.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date and on each Subsequent Transfer Date an acknowledgment of receipt of (or if a Custodian has been appointed, a receipt by the Certificate Insurance Policies andCustodian) of, with respect for each Mortgage Loan transferred and assigned to each initial Mortgage Loanthe Trustee on such date, the original Mortgage Note items listed in Section 2.04 (with any exceptions noted)a) through (f) above, in the form attached as Exhibit E hereto F, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the TrusteeTrustee or the Custodian, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold Custodian (such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee Custodian being so obligated under a Custodial Agreement) agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days days after the Closing Date (or, with respect to any Subsequent Mortgage LoansLoan or Qualified Substitute Mortgage Loan, within 45 days after the Subsequent Transfer Date receipt by the Trustee or Custodian thereof) and to deliver to the SellerDepositor, the Servicer, the Depositor Servicer and the Certificate Insurer a certification in the form attached hereto as Exhibit F F-1 to the effect that, as to each Mortgage Loan listed in the related 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)) and except as noted therein, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale this Agreement are in its possessionpossession or in the possession of the Custodian on its behalf (other than items listed in Section 2.04(f) above), (ii) each such document has any and all documents delivered by the Depositor pursuant to Section 2.04 above have been reviewed by it, has been, to it or the extent required, executed Custodian on its behalf and has have not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face ) and relates relate to such Mortgage Loan, (iii) based on its examination, or the examination of the Custodian on its behalf, and only as to the foregoing documents, the information set forth on the related Mortgage Loan Schedule accurately reflects the information set forth in the Trustee's Mortgage File and (iv) each Mortgage Note has been endorsed as provided in Section 2.04 above. The Trustee or Custodian shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivereddelivered by the Custodian, if any) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to covering both the effect that, as to each Initial Mortgage Loan Loans and all Subsequent Mortgage Loan listed in Loans evidencing the completeness of the Trustee's Mortgage Loan Schedule Files (other than any Mortgage Loan paid items listed in full Section 2.04(f) above). Following delivery of the Final Certification, the Trustee shall (or any Mortgage Loan specifically identified in such certification as not covered by such certification)cause the Custodian to) provide to the Certificate Insurer, the Depositor and the Servicer no less frequently than quarterly, and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, Servicer shall provide to the extent requiredCertificate Insurer, executed and has not no less frequently than quarterly, updated certifications indicating the then current status of exceptions, until all such exceptions have been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loaneliminated. (b) If the Certificate Insurer Insurer, the Trustee or the Trustee Custodian, if any, on the Trustee's behalf during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.04 above or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee Trustee, the Certificate Insurer or the Certificate InsurerCustodian (pursuant to the Custodial Agreement), as applicable, shall promptly so notify the Servicer, the SellerDepositor, the Certificate Insurer Insurer, the Custodian and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller Depositor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.04 above (other than the items listed in Section 2.04(f) above) have been received and further confirming that any and all documents delivered pursuant to such Section 2.04 have been executed and received and relate to the Mortgage Files Loans identified in the related Mortgage Loan Schedule. Pursuant to The Trustee shall have no responsibility for determining whether any document is valid and binding, whether the Purchase and Sale Agreementtext of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the Seller has agreed requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. The Depositor agrees to use reasonable efforts to cause to be remedied remedy a material defect in a document constituting part of a Trustee's Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's or Custodian's notice to it respecting such defect the Seller Depositor has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Depositor will on the Seller's obligation pursuant to Determination Date next succeeding the Purchase and Sale Agreement to either end of such 60 day period (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Mortgage Loan to but not including the Due Date in the Due Period most recently ended prior to such Determination Date computed at the related Mortgage Interest Rate, Rate plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Principal and Interest Account prior to the next succeeding Servicer Remittance Date, (after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection related Principal and Interest Account for future distribution to the extent such amounts have represent recoveries of principal not yet been applied to principal reduce the related Principal Balance or interest on (net of the Servicing Fee) for the period from and after the Due Date in the Due Period most recently ended prior to such Mortgage Loan (Determination Date). For purposes of calculating the "Loan Repurchase Price"); providedAvailable Remittance Amount for any Remittance Date, however, that amounts paid by the Seller may not, Depositor pursuant to clause (ii) preceding, purchase this Section 2.05 in connection with the Principal Balance repurchase or substitution of any Mortgage Loan that is not are on deposit in default or the related Principal and Interest Account as of the Determination Date for such Remittance Date shall be deemed to which no default is imminent unless have been paid during the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that related Due Period and shall be transferred to the related Certificate Account pursuant to Section 5.04(i) on the Determination Date for such a purchase would not constitute a prohibited transaction under the CodeRemittance Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection related Principal and Interest Account (which certification shall be in the form of Exhibit H heretoI), the Trustee shall release (or cause to be released) to the Servicer for release to the Seller Depositor the related Trustee's Mortgage File and shall execute, without recourse, representation or warranty, and deliver such instruments of transfer furnished presented to it by the Seller Servicer as may shall be necessary to transfer such Mortgage Loan to the SellerDepositor. The On the Remittance Date in January of each year, the Trustee or the Custodian, if any, shall notify deliver to the Depositor, the Servicer and the Certificate Insurer if a certification detailing all releases with respect to the Seller fails Mortgage Loans for which the Trustee or the Custodian holds a Trustee's Mortgage File pursuant to repurchase this Agreement. Such certification shall be limited to a list of all Trustee's Mortgage Files which were released by or substitute returned to the Trustee or the Custodian during the prior calendar year, the date of such release or return, the reason for a such release or return, and the Person to whom the Trustee's Mortgage Loan in accordance with File was released and the foregoingPerson who returned the Trustee's Mortgage File.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, Insurer and the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to the Initial Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary Within 90 days of the Closing Date, with respect to the Initial Mortgage Loans, and within 90 days of any Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans transferred on such date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the SellerDepositor, the Depositor Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the SellerDepositor, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller Depositor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Loan Sale Agreement, the Seller has Depositor and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller Depositor has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Depositor and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Loan Sale Agreement Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Depositor or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Distribution Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Certificate Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Distribution Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller Depositor the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller Depositor as may be necessary to transfer such Mortgage Loan to the SellerDepositor. The Trustee shall notify the Certificate Insurer if the Seller Depositor fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to the Initial Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary Within 90 days of the Closing Date, with respect to the Initial Mortgage Loans, and within 90 days of any Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans transferred on such date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Distribution Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Certificate Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Distribution Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver deliver, or cause to be executed and delivered, to the Depositor, [the Certificate Insurer, ,] the Servicer and the Seller [on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, ,] with respect to each initial Mortgage Loan, on or prior to the Closing Date, an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), and, subject to the review provided for in this Section, its receipt of the Mortgage Files in substantially the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee (or the Custodian on behalf of the Trustee), as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders [and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer]. The Trustee agrees, for the benefit of the Certificateholders [and the Certificate Insurer], to review (review, or cause to be reviewed) , each Trustee's Mortgage File within 45 [45] Business Days after the Closing Date or, (with respect to Subsequent the Mortgage Loans), the Subsequent Transfer Date and to deliver or cause to be delivered to the Seller, the Servicer, Servicer and the Depositor [and the Certificate Insurer Insurer] a certification of the Trustee or the Custodian on behalf of the Trustee substantially in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possessionpossession and that the Mortgage Notes have been endorsed as provided in Section 2.03, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Schedule of Mortgage Loans accurately reflects the information set forth in the Mortgage File with respect to the Servicer's loan number, maturity date, original principal balance, first payment date and original term to maturity. The Trustee makes no representations as to and shall not be under no duty responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or obligation to inspectgenuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or (ii) the collectability, review insurability, effectiveness or examine suitability of any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their faceMortgage Loan. On or prior to the first anniversary of Within [180] days after the Closing Date, the Trustee shall deliver (or cause to be delivered) delivered to the Servicer, the Seller, Seller and the Depositor [and the Certificate Insurer Insurer] a final certification of the Trustee or the Custodian substantially in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possessionpossession and that the Mortgage Notes have been endorsed as provided in Section 2.03, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule accurately reflects the information set forth in the Mortgage File with respect to the Servicer's loan number, maturity date, original principal balance, first payment date and original term to maturity. (b) If [the Certificate Insurer or or] the Trustee (or its Custodian) during the process of reviewing the Trustee's Mortgage Files or otherwise finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.03 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee [or the Certificate Insurer, as applicable, ,] shall promptly so notify the Servicer, the Seller, Seller and the Originator [or the Certificate Insurer and the TrusteeInsurer]. In performing any such review, the Trustee (or its Custodian) may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's (or its Custodian's) review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.03 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant Schedule and such documents conform to the Purchase standard set forth in clauses (ii) and Sale Agreement, (iii) of the immediately preceding paragraph. The Trustee shall enforce its rights as to any defective Mortgage Loan document against the Seller and the Originator under the Purchase Agreement for the benefit of Certificateholders [and the Certificate Insurer]. It is understood and agreed that the Depositor has agreed assigned to use reasonable efforts the Trustee certain of its rights under the Purchase Agreement including the right to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect enforce any remedy against the Seller has not caused to be remedied the defect and the defect materially Originator thereunder (other than under [Section 17] thereof). For purposes of calculating the amount the Servicer is required to remit on the Servicer Remittance Date following such repurchase or substitution, any Loan Purchase Price or Substitution Adjustment that is paid and adversely affects the interest of the Certificateholders deposited in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan Collection Account as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price provided above shall be deemed to have been deposited in the Trustee related Collection Account prior to in the next succeeding Prepayment Period preceding such Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee or its Custodian of a certification of a Servicing Officer of such substitution or purchase (which certification shall be in the form of Exhibit H hereto) and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto)Collection Account, the Trustee shall, or shall cause the Custodian to, release to the Servicer for release to the Seller and the Originator, as applicable, the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller and the Originator, as applicable, as may be necessary to transfer such Mortgage Loan to the SellerSeller and the Originator, as applicable. [The Trustee shall, or shall cause the Custodian to, notify the Certificate Insurer if the Seller or the Originator, as applicable, fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.]

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to the Initial Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior By June 30, 1997, with respect to the first anniversary Initial Mortgage Loans, and within 90 days of any Subsequent Transfer Date, with respect to the Closing DateSubsequent Mortgage Loans transferred on such date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Distribution Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Certificate Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Distribution Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the DepositorCompany, the Certificate Insurer, the Master Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, with respect to each initial Mortgage Loan, on or prior to the Closing Date, an acknowledgement of receipt of the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, or related Subsequent Transfer Date (with respect to Subsequent the Mortgage Loans), the Subsequent Transfer Date and to deliver to the Seller, the Master Servicer, the Depositor Company and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan or Subsequent Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan or Subsequent Mortgage Loan paid in full or any Mortgage Loan or Subsequent Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.to

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Master Servicer and the Seller Transferor on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. . (b) The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date and to deliver to the SellerTransferor, the Master Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i1) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii2) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to (1) inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their faceface or (2) determine whether any Trustee's Mortgage File should contain any of the documents referred to in Section 2.3(a)(v). On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the SellerTransferor, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (bc) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Master Servicer, the SellerTransferor, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller Transferor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller Transferor has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 120 days after the Trustee's notice to it respecting such defect the Seller Transferor has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the SellerTransferor's obligation pursuant to the Purchase and Sale Agreement to either (i1) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii2) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Certificate Account prior to the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller Transferor may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller Transferor has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Certificate Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Master Servicer for release to the Seller Transferor the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller Transferor as may be necessary to transfer such Mortgage Loan to the SellerTransferor. The Trustee shall notify the Certificate Insurer if the Seller Transferor fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a). (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Unaffiliated Seller on or prior to the Closing Date an acknowledgment acknowledgement of receipt of of, in the Certificate Insurance Policies andform attached as Exhibit S hereto, with respect to the Mortgage Loan Pool transferred on such date, each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold or cause the Collateral Agent, on its behalf to hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the TrusteeTrustee or the Collateral Agent on its behalf, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee Collateral Agent agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days thirty (30) days after the Closing Date or, (with respect to Subsequent the Mortgage Loans), within thirty (30) days after receipt by the Subsequent Transfer Date Collateral Agent, on behalf of the Trustee, thereof (with respect to Qualified Substitute Mortgage Loans), as applicable, and to deliver to the Unaffiliated Seller, the Servicer, Servicer and the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to J (the effect "Initial Certification") certifying that, as to each Mortgage Loan listed in the related 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), and unless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 2.05 hereof and (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Collateral Agent, on behalf of the Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary . (b) Within ninety (90) days of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Unaffiliated Seller, the Depositor and the Certificate Insurer Rating Agencies a final certification in the form attached hereto as Exhibit G to K (the effect "Final Certification") certifying that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certificationunless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (bc) If the Certificate Insurer or Collateral Agent on behalf of the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Servicer and the TrusteeUnaffiliated Seller. In performing any such review, the Collateral Agent on behalf of the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent or the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 (other than those listed in clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent on behalf of the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. Pursuant to the Purchase and Sale Unaffiliated Seller's Agreement, the Unaffiliated Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Collateral Agent or the Trustee. If, however, within 60 sixty (60) days after the Collateral Agent or the Trustee's notice to it respecting such defect the Unaffiliated Seller has not caused to be remedied the defect and the defect materially and adversely affects the value of, or the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)Loan, the Trustee shall enforce Unaffiliated Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that . For purposes of calculating the Seller may not, pursuant to clause (ii) preceding, purchase Interest Remittance Amount and the Principal Balance of Remittance Amount, any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Distribution Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Remittance Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H L hereto), the Trustee shall release to the Servicer for release or cause the Collateral Agent to release to the Unaffiliated Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Trustee shall notify the Certificate Insurer Rating Agencies if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the DepositorCompany, the Certificate Insurer, the Master Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, with respect to each initial Mortgage Loan, on or prior to the Closing Date, an acknowledgement of receipt of the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, or related Subsequent Transfer Date (with respect to Subsequent the Mortgage Loans), the Subsequent Transfer Date and to deliver to the Seller, the Master Servicer, the Depositor Company and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan or Subsequent Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan or Subsequent Mortgage Loan paid in full or any Mortgage Loan or Subsequent Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan or Subsequent Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Mortgage File delivered on such date. The Trustee makes no representations as to and shall not be under no duty responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or obligation to inspectgenuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or Subsequent Mortgage Loans or (ii) the collectability, review insurability, effectiveness or examine suitability of any such documentsMortgage Loan or Subsequent Mortgage Loan. By March 31, instruments, certificates or other papers to determine that they are genuine, enforceable1997, or appropriate for within 90 days following the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing related Subsequent Transfer Date, if later, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the Seller, the Depositor Company and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and or Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Subsequent Mortgage Loan paid in full or any Mortgage Loan or Subsequent Mortgage Loan specifically identified in such certification as not covered by such certification), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan or Subsequent Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.03 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Master Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.03 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant Schedule and such documents conform to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions standard set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Sellerparagraph directly above. The Trustee shall notify the Certificate Insurer if request that the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with cure any such defect within 60 days from the foregoing.date on which the

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the DepositorCompany, the Certificate Insurer, the Master Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, with respect to each initial Mortgage LoanLoan sold to the Trust Fund on the Closing Date, on or prior to the Closing Date, an acknowledgement of receipt of the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, (with respect to Subsequent each Initial Mortgage Loans, the Loan) or related Subsequent Transfer Date (with respect to each Subsequent Mortgage Loan) and to deliver to the Seller, the Master Servicer, the Depositor Company and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan or Subsequent Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan or Subsequent Mortgage Loan paid in full or any Mortgage Loan or Subsequent Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan or Subsequent Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Mortgage File delivered on such date. The Trustee makes no representations as to and shall not be under no duty responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or obligation to inspectgenuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or Subsequent Mortgage Loans or (ii) the collectability, review insurability, effectiveness or examine suitability of any such documentsMortgage Loan or Subsequent Mortgage Loan. By March 27, instruments, certificates or other papers to determine that they are genuine, enforceable1998, or appropriate for within 90 days following the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing related Subsequent Transfer Date, if later, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the Seller, the Depositor Company and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and or Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Subsequent Mortgage Loan paid in full or any Mortgage Loan or Subsequent Mortgage Loan specifically identified in such certification as not covered by such certification), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan or Subsequent Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.03 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Master Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.03 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant Schedule and such documents conform to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions standard set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Sellerparagraph directly above. The Trustee shall notify the Certificate Insurer if request that the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.cure

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver or cause the Custodian, if any, to the Depositor, the Certificate Insurer, the Servicer execute and the Seller deliver on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to Trustee's Mortgage Loan File for each initial Initial Mortgage Loan, and the original Trustee agrees to execute and deliver or cause the Custodian, if any, to execute and deliver on any Subsequent Transfer Date an acknowledgment of receipt of the Trustee's Mortgage Note (with any exceptions noted)Loan File for each Subsequent Mortgage Loan, in the form attached hereto as Exhibit E EXHIBIT F-1, if the Trustee delivers such acknowledgments and in the form attached hereto and as EXHIBIT F-2, if the Custodian delivers such acknowledgment. The Trustee declares that it will hold or cause the Custodian to hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust trust, upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Loan File within 45 Business Days days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan or Subsequent Mortgage LoansLoan, within 45 days after the Subsequent Transfer Date receipt by the Trustee thereof) and to deliver or cause the Custodian to deliver to the SellerTransferor, the ServicerDepositor, the Depositor Certificate Insurer, the Servicer and the Certificate Insurer Standby Servicer a certification in the form attached hereto as Exhibit F EXHIBIT G-1, if prepared by the Trustee, or EXHIBIT G-2, if prepared by the Custodian, to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it the Trustee pursuant to Section 2.3 hereof and the Purchase and Sale this Agreement are in its possessionpossession or in the possession of the Custodian on its behalf (other than as expressly permitted by SECTION 2.05(A)(II) OR 2.05(C), (ii) each such document has all documents delivered by the Depositor and the Transferor pursuant to SECTION 2.05 have been reviewed by it, has been, to the extent required, executed Trustee or the Custodian on its behalf and has have not been mutilated, damaged, torn mutilated or otherwise physically altered damaged and appear regular on their face (handwritten additions, changes or corrections shall not constitute physical alteration irregularities if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be deliveredObligor) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited (iii) based on the Trustee's examination, or the examination of the Custodian on its behalf, and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule accurately reflects the information set forth in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage Loan File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller (iv) each Note has been endorsed as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan provided in accordance with the foregoingSECTION 2.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the related Certificate Insurance Policies Policy and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, (with respect to Subsequent the Mortgage Loans, the Subsequent Transfer Date ) and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, net of the Servicing Fee, if the Seller is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the related Certificate Insurance Policies Policy and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to Subsequent the Initial Mortgage Loans, the Subsequent Transfer Date ) and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Unaffiliated Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to the Initial Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Unaffiliated Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary Within 90 days of the Closing Date, with respect to the Initial Mortgage Loans, and within 90 days of any Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans transferred on such date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Unaffiliated Seller, the Depositor Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Unaffiliated Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Unaffiliated Seller's Agreement, the Unaffiliated Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Unaffiliated Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Unaffiliated Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Distribution Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Certificate Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Distribution Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Unaffiliated Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.Mortgage

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to the Initial Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior By June 12, 1998, with respect to the first anniversary Initial Mortgage Loans, and within 90 days of any Subsequent Transfer Date, with respect to the Closing DateSubsequent Mortgage Loans transferred on such date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Distribution Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Certificate Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Distribution Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees SBA shall cause the FTA to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date (or, with respect to the Subsequent SBA Loans, on the related Subsequent Transfer Date), for each SBA Section 7(a) Loan, an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, SBA Note by the original Mortgage Note (with any exceptions noted), FTA in the form attached as Exhibit E hereto 1 to the Multi-Party Agreement, and declares that it the FTA will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein agent for the benefit of the Certificateholders SBA and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders SBA and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Document File within 45 Business Days 90 days after the Closing Date or, with respect to any Subsequent Mortgage LoansSBA Loan or Qualified Substitute SBA Loan, within 45 days after the Subsequent Transfer Date assignment thereof and to deliver to the SellerCertificateholders, the ServicerSellers, the Depositor SBA and the Certificate Insurer Servicer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanF-1. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 360 days after the Closing DateDate or, with respect to any Subsequent SBA Loan or Qualified Substitute SBA Loan, within 360 days after the assignment thereof, the Trustee shall deliver (or cause to be delivered) to the Servicer, the applicable Seller, the Depositor SBA, each Rating Agency and any Certificateholder who requests a copy from the Certificate Insurer Trustee a final certification in the form attached hereto as Exhibit G to F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanDocument Files. (b) If the Certificate Insurer Trustee or the Trustee SBA, as the case may be, during the process of reviewing the Trustee's Mortgage Document Files finds any document constituting a part of a Trustee's Mortgage Document File which is not properly executed, has not been received, is unrelated to the Mortgage an SBA Loan identified in the related Mortgage SBA Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage SBA Loan Schedule, the Trustee or the Certificate InsurerSBA, as applicablethe case may be, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Servicer and the TrusteeSellers. In performing any such review, the Trustee or the SBA, as the case may be, may conclusively rely on the Seller Sellers as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's and the SBA's review of the Mortgage SBA Files is limited solely to confirming that the documents listed in Section 2.3 2.04 have been executed and received and relate to the Mortgage Files SBA Loans identified in the related Mortgage SBA Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed The Sellers agree to use reasonable efforts to cause to be remedied remedy a material defect in a document constituting part of a Mortgage an SBA File of which it is so notified by the TrusteeTrustee or the SBA, as the case may be. If, however, within 60 days after the Trustee's or the SBA's notice to it respecting such material defect the applicable Seller has not caused to be remedied the defect and the such defect materially and adversely affects the interest value of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)SBA Loan, the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either Seller will (i) substitute in lieu of such Mortgage SBA Loan a Qualified Substitute Mortgage SBA Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase the Unguaranteed Interest of such Mortgage SBA Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan Unguaranteed Interest as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereonon such Principal Balance, computed at the related Mortgage Interest RateAdjusted SBA Loan Remittance Rate as of the next succeeding Determination Date, plus the amount of any unreimbursed accrued unpaid Servicing Fees, Monthly Advances and Servicing Advances made by reimbursable to the Servicer with respect to such Mortgage LoanServicer, which purchase price shall be deposited in the Trustee Collection Principal and Interest Account prior to on the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee and the SBA of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H I hereto), the Trustee and the SBA shall release to the Servicer for release to the applicable Seller the related Trustee's Mortgage Document File and the Trustee and the SBA shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage SBA Loan to the Seller. The All costs of any such transfer shall be borne by the Servicer. (d) If in connection with taking any action the Servicer requires any item constituting part of the Trustee's Document File, or the release from the lien of the related SBA Loan of all or part of any Mortgaged Property or other Collateral, the Servicer shall deliver to the Trustee and the SBA a certificate to such effect in the form attached as Exhibit I hereto. Upon receipt of such certification, the Trustee or the SBA, as the case may be, shall deliver to the Servicer the requested documentation and the Trustee shall notify execute, without recourse, and deliver such instruments of transfer necessary to release all or the Certificate Insurer if requested part of the Seller fails Mortgaged Property or other Collateral from the lien of the related SBA Loan. On the Remittance Date in March of each year, the Trustee shall deliver to repurchase the Sellers, the SBA and the Servicer a certification detailing all transactions with respect to the SBA Loans for which the Trustee holds a Trustee's Document File pursuant to this Agreement during the prior calendar year. Such certification shall list all Trustee's Document Files which were released by or substitute returned to the Trustee or the FTA during the prior calendar year or part thereof, the date of such release or return and the reason for a Mortgage Loan in accordance with the foregoingsuch release or return.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date with respect to the Initial Mortgage Loans, and on each Subsequent Transfer Date with respect to the related Subsequent Mortgage Loans, an acknowledgment of receipt of the Certificate Insurance Policies Policy (provided it has been delivered to the Trustee as contemplated herein) and, with respect to each initial Initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File relating to the Initial Mortgage Loans within 45 Business Days 30 days after the Closing Date or, (and with respect to the Subsequent Mortgage Loans, within 30 days of the related Subsequent Transfer Date Date) and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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 and except as otherwise noted in such certification), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.5 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the related Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor[, the Certificate Insurer], the Master Servicer and the Seller Transferor on or prior to the Closing Date [an acknowledgment of receipt of the Certificate Insurance Policies Policy and, ,] with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders [and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. ]. (b) The Trustee agrees, for the benefit of the Certificateholders [and the Certificate Insurer], to review (or cause to be reviewed) each Trustee's ’s Mortgage File within 45 Business Days after the Closing Date or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date and to deliver to the SellerTransferor, the Master Servicer, the Depositor [and the Certificate Insurer Insurer] a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i1) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii2) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to (1) inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their faceface or (2) determine whether any Trustee’s Mortgage File should contain any of the documents referred to in Section 2.3(a)(v). On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the SellerTransferor, the Depositor [and the Certificate Insurer Insurer] a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's ’s initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (bc) If [the Certificate Insurer or or] the Trustee during the process of reviewing the Trustee's ’s Mortgage Files finds any document constituting a part of a Trustee's ’s Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee [or the Certificate Insurer, as applicable, ,] shall promptly so notify the Master Servicer, the SellerTransferor, [the Certificate Insurer Insurer] and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller Transferor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's ’s review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller Transferor has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 120 days after the Trustee's ’s notice to it respecting such defect the Seller Transferor has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan [or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)], the Trustee shall enforce the Seller's Transferor’s obligation pursuant to the Purchase and Sale Agreement to either (i1) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii2) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' ’ interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Certificate Account prior to the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "“Loan Repurchase Price"”); provided, however, that the Seller Transferor may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller Transferor has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's ’s Mortgage File, and the deposit of the amounts described above into the Trustee Collection Certificate Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Master Servicer for release to the Seller Transferor the related Trustee's ’s Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller Transferor as may be necessary to transfer such Mortgage Loan to the SellerTransferor. [The Trustee shall notify the Certificate Insurer if the Seller Transferor fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.]

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the DepositorCompany, the Certificate Insurer, the Master Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, on or prior to the Closing Date, an acknowledgement of receipt of the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E D hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, (with respect to the Initial Mortgage Loans) or related Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date and to deliver to the Seller, the Servicer, the Depositor Master Servicer and the Certificate Insurer Company a certification in the form attached hereto as Exhibit F E to the effect that, as to each Initial Mortgage Loan or Subsequent Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan or Subsequent Mortgage Loan paid in full or any Mortgage Loan or Subsequent Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan or Subsequent Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Mortgage File delivered on such date. The Trustee makes no representations as to and shall not be under no duty responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or obligation to inspectgenuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or Subsequent Mortgage Loans or (ii) the collectability, review insurability, effectiveness or examine suitability of any such documents, instruments, certificates Mortgage Loan or other papers to determine that they are genuine, enforceable, or appropriate for Subsequent Mortgage Loan. Within 90 days following the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date, related Subsequent Transfer Date the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the Seller, the Depositor Seller and the Certificate Insurer Company a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, on or prior to the Closing Date or any Subsequent Transfer Date, with respect to each initial Mortgage LoanLoan transferred on such date, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to the Initial Mortgage Loans) or any Subsequent Transfer Date (with respect to the Subsequent Mortgage Loans), the Subsequent Transfer Date as applicable, and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior By December 29, 1997, with respect to the first anniversary Initial Mortgage Loans, and within 90 days of any Subsequent Transfer Date, with respect to the Closing DateSubsequent Mortgage Loans transferred on such date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Distribution Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Certificate Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Distribution Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees hereby acknowledges receipt of the Trust Fund, and declares that it will hold the Mortgage Loans, as well as any other assets delivered to execute it in trust, upon and deliver subject to the Depositorconditions set forth in this Agreement for the benefit of the Certificateholders, the Trustee as holder of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests, and the Certificate Insurer, the Servicer as their interests may appear. The Trustee shall execute and the Seller deliver on or prior to the Closing Date an acknowledgment initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the Certificate Insurance Policies anditems listed in SECTION 2.04(A), with respect to each initial Mortgage Loan(B), the original Mortgage Note (with any exceptions notedC), (G) AND (H), in the form attached as Exhibit EXHIBIT E hereto (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trusteeit in trust, as Trustee in trust upon and subject to the conditions extent set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agreesherein, for the benefit of the Certificateholders Certificateholders, the Trustee as holder of the REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and REMIC IV Regular Interests, and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days days after the Closing Date (or, with respect to Subsequent any Qualified Substitute Mortgage LoansLoan, within 45 days after the Subsequent Transfer Date receipt thereof by the Custodian) and to deliver to the SellerRepresentative, the ServicerDepositors, the Depositor Servicer and the Certificate Insurer a an interim certification in the form attached hereto as Exhibit F EXHIBIT F-1 on or before such date to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale this Agreement are in its possessionpossession (other than those described in SECTION 2.04(A)(II) AND 2.04(F)), (ii) each such document has documents have been reviewed by it, has been, to the extent required, executed it and has have not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if properly initialed by the Mortgagor), appears regular on its face ) and relates relate to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule (other than items (i), (iv) and (x) of the definition of Mortgage Loan Schedule) accurately reflects the information set forth in the Mortgage File. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor Depositors and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to EXHIBIT F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in completeness of 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanFiles. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 SECTION 2.04 or substantively to the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee Trustee, or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the SellerTrustee, the Certificate Insurer Representative, the Depositors and the TrusteeCertificate Insurer. In performing any such review, the Trustee such Person may conclusively rely on the Seller related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trusteesuch Person's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 SECTION 2.04 (other than those described in SECTION 2.04(F)) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed The Servicer agrees to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Certificate Insurer or the Trustee. If, however, within 60 days after receipt by it of the Trustee's notice final certification referred to it respecting such defect in paragraph (a) of this SECTION 2.06 (or within 30 days after the Seller Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has not caused to be remedied the any defect described in such final certification and the such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (in either case or 30 day, in the reasonable determination case of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant failure to the Purchase and Sale Agreement to either deliver original Mortgage Notes) period (i) substitute if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof SECTION 3.03 or (ii) purchase purchase, or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereonon such Principal Balance, computed at the related Mortgage Interest Rate, net of the applicable Servicing Fee if the Representative is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage LoanLoan out of funds on deposit in the Principal and Interest Account pursuant to SECTION 5.01(F), which purchase price shall be deposited in the Trustee Collection Principal and Interest Account prior to on the next succeeding Servicer Remittance Date, Determination Date (after deducting therefrom any amounts received in respect of such repurchased purchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Principal and Interest Account for future distribution to the extent distribution); provided that if such amounts have not yet been applied to principal or interest on defect caused such Mortgage Loan (not to be a "qualified mortgage" within the "Loan Repurchase Price"meaning of Code Section 860G(a)(3); provided, howeversuch repurchase or, that if applicable, substitution shall occur within 90 days of the Seller may not, pursuant to clause (ii) preceding, purchase earlier of the Principal Balance delivery of any Mortgage Loan that is not in default the Trustee's interim certification or as to which no default is imminent unless the Seller has theretofore delivered an Opinion Servicer's discovery of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Codedefect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, acceptance and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H hereto), EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Seller Depositors or the Originators, as appropriate, the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the SellerRepresentative or the respective Depositor. (d) If recordation of any Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest is required hereunder after the occurrence of a Recordation Trigger, the original of each such recorded Assignment of Mortgage and Reassignment of Assignment of Beneficial Interest shall be delivered to the Trustee or the Custodian within 10 days following the date on which it is returned to the related Depositor or the Servicer by the office with which such Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest was filed for recordation and, within 10 days following receipt by the Trustee or Custodian, as applicable, of the recorded Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest, the Trustee shall review or shall cause the Custodian to review such Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest to confirm that such Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest has been recorded. Upon receipt by the Trustee or the Custodian, as applicable, of the recorded Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest, such recorded Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest shall become part of the Mortgage File. The Trustee shall notify the related Depositor, the Servicer and the Certificate Insurer of any defect in such Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest if it shall have actual knowledge of any such defect based on such review. The Servicer or the Seller related Depositor shall have a period of 30 days following such notice to correct or cure such defect. In the event that the Servicer or the related Depositor fails to repurchase record an Assignment of Mortgage or substitute Reassignment of Assignment of Beneficial Interest as herein provided (which Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest was required to be recorded) and the Trustee shall have actual knowledge of such failure, the Trustee shall prepare and file or shall cause the Custodian to prepare and file such Assignment of Mortgage or Reassignment of Assignment of Beneficial Interest for a Mortgage Loan recordation in accordance the appropriate real property or other records, and the Servicer and the related Depositor hereby appoints the Trustee and the Custodian as its attorney-in-fact with full power and authority acting in its stead for the purpose of such preparation, execution and recordation. Any expense incurred by the Trustee or the Custodian not otherwise paid for by the related Depositor or the Servicer as required hereunder in connection with the foregoingpreparation and recordation of such Assignment of Mortgage and Reassignment of Assignment of Beneficial Interest shall be reimbursed to the Trustee or Custodian, as applicable, pursuant to Section 12.05.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees SBA shall cause the FTA to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date (or, with respect to the Subsequent SBA Loans, on the related Subsequent Transfer Date), for each SBA Section 7(a) Loan, an acknowledgment of receipt of the Certificate Insurance Policies and, with respect to each initial Mortgage Loan, SBA Note by the original Mortgage Note (with any exceptions noted), FTA in the form attached as Exhibit E hereto 1 to the Multi-Party Agreement, and declares that it the FTA will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein agent for the benefit of the Certificateholders SBA and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees, for the benefit of the Certificateholders SBA and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage Document File within 45 Business Days 90 days after the Closing Date or Subsequent Transfer Date, as the case may be (or, with respect to Subsequent Mortgage Loansany Qualified Substitute SBA Loan, within 45 days after the assignment thereof), and to deliver to the Certificateholders, the Subsequent Transfer Seller, the Servicer and the SBA a certification in the form attached hereto as Exhibit F-1. Within 360 days after the Closing Date and (or, with respect to any Qualified Substitute SBA Loan, within 360 days after the assignment thereof), the Trustee shall deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing DateSBA, the Rating Agency and any Certificateholder who requests a copy from the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to F-2 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanDocument Files. (b) If the Certificate Insurer Trustee or the Trustee SBA, as the case may be, during the process of reviewing the Trustee's Mortgage Document Files finds any document constituting a part of a Trustee's Mortgage Document File which is not properly executed, has not been received, is unrelated to the Mortgage an SBA Loan identified in the related Mortgage SBA Loan Schedule, or does not conform in a material respect to the requirements of Section 2.3 2.04 or the description thereof as set forth in the related Mortgage SBA Loan Schedule, the Trustee or the Certificate InsurerSBA, as applicablethe case may be, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Seller and the TrusteeServicer. In performing any such review, the Trustee or the SBA, as the case may be, may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's and the SBA's review of the Mortgage SBA Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code.listed (c) Upon receipt by the Trustee and the SBA of a certification of a Servicing Officer of the Servicer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Principal and Interest Account (which certification shall be in the form of Exhibit H I hereto), the Trustee and the SBA shall release to the Servicer for release to the Seller the related Trustee's Mortgage Document File and the Trustee and the SBA shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage SBA Loan to the Seller. The All costs of any such transfer shall be borne by the Servicer. (d) If in connection with taking any action the Servicer requires any item constituting part of the Trustee's Document File, or the release from the lien of the related SBA Loan of all or part of any Mortgaged Property or other Collateral, the Servicer shall deliver to the Trustee and the SBA a certificate to such effect in the form attached as Exhibit I hereto. Upon receipt of such certification, the Trustee or the SBA, as the case may be, shall deliver to the Servicer the requested documentation and the Trustee shall notify execute, without recourse, and deliver such instruments of transfer necessary to release all or the Certificate Insurer if requested part of the Seller fails Mortgaged Property or other Collateral from the lien of the related SBA Loan. On the Remittance Date in March of each year, the Trustee shall deliver to repurchase or substitute the Seller, the SBA and the Servicer a certification detailing all transactions with respect to the SBA Loans for which the Trustee holds a Mortgage Loan in accordance with Trustee's Document File pursuant to this Agreement during the foregoing.prior calendar year. Such

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Master Servicer and the Seller Originator on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, for each Mortgage Loan, the items listed in Section 2.02 (a)-(e) above with respect to each initial Mortgage Loan, the original Mortgage Note Loan (with any exceptions noted), in the form attached as Exhibit E hereto E-1 hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 15 days after the Closing Date (or, with respect to Subsequent any Qualified Substitute Mortgage LoansLoan, within 15 days after the Subsequent Transfer Date receipt by the Trustee thereof) and to deliver to the SellerOriginator, the Master Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F E-2 to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale this Agreement are in its possessionpossession (other than those described in Section 2.02(f)), (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the related Mortgage Loan Schedule (described in items (ii), (iii), (v), (vii), (ix) and (xii) of the definition of Mortgage Loan Schedule) accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of Within 360 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the SellerOriginator, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to E-3 evidencing the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in completeness of the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage LoanFiles. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.02 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Master Servicer, the SellerOriginator, the Certificate Insurer Insurer, the Trustee and the TrusteeCertificateholders. In performing any such review, the Trustee may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.02 (other than those described in Section 2.02(f)) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller Originator has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 90 days after the Trustee's notice to it respecting such defect the Seller Originator has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation Originator will be obligated, pursuant to the Purchase and Sale Agreement Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (xA) all accrued and unpaid interest thereon on such Principal Balance and (yB) 30 days' interest thereonon such Principal Balance, computed computed, at the related Mortgage Interest Rate, net of the Servicing Fee if the Originator is the Master Servicer, plus the amount of any unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Certificate Account prior to on the next succeeding Servicer Remittance Date, Determination Date (after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Certificate Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"Loan); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Certificate Account (which certification shall be in the form of Exhibit H H-2 hereto), the Trustee shall release to the Master Servicer for release to the Seller Originator the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller Originator as may be necessary to transfer such Mortgage Loan to the SellerOriginator. The Trustee shall notify the Certificate Insurer if the Seller Originator fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Master Servicer and the Seller Originator on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policies Policy and, with respect to each initial Mortgage Loan, on or prior to the Closing Date, an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, (with respect to Subsequent the Mortgage Loans), the Subsequent Transfer Date and to deliver to the SellerOriginator, the Master Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Mortgage File delivered on such date. The Trustee makes no representations as to and shall not be under no duty responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or obligation to inspectgenuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or (ii) the collectability, review insurability, effectiveness or examine suitability of any such documentsMortgage Loan. By _________, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing Date199_, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the SellerOriginator, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.03 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxii) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.03 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Master Servicer, the SellerOriginator, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.03 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant Schedule and such documents conform to the Purchase and Sale Agreement, standard set forth in clause (ii) of the Seller has agreed to use reasonable efforts to cause to be remedied a material paragraph directly above. The Trustee shall request that the Originator cure any such defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after from the Trustee's notice to it respecting date on which the Originator was notified of such defect, and if the Originator does not cure such defect in all material respects during such period, request that the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce the Seller's obligation pursuant to the Purchase and Sale Agreement to either Originator (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan on the next succeeding Remittance Date (but not later than 90 days after the discovery of such defect) at a purchase price equal to the outstanding Principal Balance actual stated principal balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such principal balance computed at the related Mortgage Interest Rate, plus the amount of any unpaid Master Servicing Fees, unreimbursed Periodic Advances and unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.Collection

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Unaffiliated Seller on or prior to the Closing Date an acknowledgment acknowledgement of receipt of of, in the Certificate Insurance Policies andform attached as Exhibit S hereto, with respect to the Mortgage Loan Pool transferred on such date, each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold or cause the Collateral Agent, on its behalf to hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the TrusteeTrustee or the Collateral Agent on its behalf, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate InsurerCertificateholders. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee Collateral Agent agrees, for the benefit of the Certificateholders and the Certificate InsurerCertificateholders, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days thirty (30) days after the Closing Date or, (with respect to Subsequent the Mortgage Loans), within thirty (30) days after receipt by the Subsequent Transfer Date Collateral Agent, on behalf of the Trustee, thereof (with respect to Qualified Substitute Mortgage Loans), as applicable, and to deliver to the Unaffiliated Seller, the Servicer, Servicer and the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to J (the effect "Initial Certification") certifying that, as to each Mortgage Loan listed in the related 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), and unless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 2.05 hereof and (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Collateral Agent, on behalf of the Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary . (b) Within ninety (90) days of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Unaffiliated Seller, the Depositor and the Certificate Insurer Rating Agencies a final certification in the form attached hereto as Exhibit G to K (the effect "Final Certification") certifying that, as to each Mortgage Loan and Subsequent Mortgage Loan listed in the related 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), and as to any document noted in an exception included in the Trustee's initial certificationunless otherwise noted, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and 2.05 (other than the Purchase and Sale Agreement items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (bc) If the Certificate Insurer or Collateral Agent on behalf of the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer Servicer and the TrusteeUnaffiliated Seller. In performing any such review, the Collateral Agent on behalf of the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Collateral Agent or the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 (other than those listed in clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Collateral Agent on behalf of the Trustee shall have no responsibility for determining whether any document is valid and binding, whether the text of any assignment or endorsement is in proper or recordable form, whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. Pursuant to the Purchase and Sale Unaffiliated Seller's Agreement, the Unaffiliated Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Collateral Agent or the Trustee. If, however, within 60 sixty (60) days after the Collateral Agent or the Trustee's notice to it respecting such defect the Unaffiliated Seller has not caused to be remedied the defect and the defect materially and adversely affects the value of, or the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)Loan, the Trustee shall enforce Unaffiliated Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Unaffiliated Seller's Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided, however, that . For purposes of calculating the Seller may not, pursuant to clause (ii) preceding, purchase Interest Remittance Amount and the Principal Balance of Remittance Amount, any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Distribution Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Remittance Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H L hereto), the Trustee shall release to the Servicer for release or cause the Collateral Agent to release to the Unaffiliated Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller. The Trustee shall notify the Certificate Insurer Rating Agencies if the Unaffiliated Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor[, the Certificate Insurer], the Master Servicer and the Seller Transferor on or prior to the Closing Date [an acknowledgment of receipt of the Certificate Insurance Policies Policy and, ,] with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders [and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. ]. (b) The Trustee agrees, for the benefit of the Certificateholders [and the Certificate Insurer], to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days after the Closing Date or, with respect to Subsequent Mortgage Loans, the Subsequent Transfer Date and to deliver to the SellerTransferor, the Master Servicer, the Depositor [and the Certificate Insurer Insurer] a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i1) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii2) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. The Trustee shall be under no duty or obligation to (1) inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their faceface or (2) determine whether any Trustee's Mortgage File should contain any of the documents referred to in Section 2.3(a)(v). On or prior to the first anniversary of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the SellerTransferor, the Depositor [and the Certificate Insurer Insurer] a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan. (bc) If [the Certificate Insurer or or] the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee [or the Certificate Insurer, as applicable, ,] shall promptly so notify the Master Servicer, the SellerTransferor, [the Certificate Insurer Insurer] and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller Transferor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller Transferor has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 120 days after the Trustee's notice to it respecting such defect the Seller Transferor has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan [or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer)], the Trustee shall enforce the SellerTransferor's obligation pursuant to the Purchase and Sale Agreement to either (i1) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof or (ii2) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, computed at the related Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Certificate Account prior to the next succeeding Servicer Remittance Determination Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); providedPROVIDED, howeverHOWEVER, that the Seller Transferor may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan that is not in default or as to which no default is imminent unless the Seller Transferor has theretofore delivered an Opinion of Counsel knowledgeable in federal income tax matters which states that such a purchase would not constitute a prohibited transaction under the Code. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into the Trustee Collection Certificate Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Master Servicer for release to the Seller Transferor the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller Transferor as may be necessary to transfer such Mortgage Loan to the SellerTransferor. [The Trustee shall notify the Certificate Insurer if the Seller Transferor fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.]

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt of the related Certificate Insurance Policies Policy and, with respect to each initial Mortgage Loan, the original Mortgage Note (with any exceptions noted), in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Seller on or prior to any Subsequent Transfer Date an acknowledgement of receipt of original Mortgage Note with respect to each Subsequent Mortgage Loan, in the form attached as Exhibit E hereto and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to the Trustee, as Trustee in trust and subject to the conditions set forth herein for the benefit of the Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 45 Business Days 30 days after the Closing Date or, (with respect to Subsequent the Initial Mortgage Loans, the Subsequent Transfer Date ) and to deliver to the Seller, the Servicer, the Depositor and the Certificate Insurer a certification in the form attached hereto as Exhibit F to the effect that, as to each Mortgage Loan listed in the related 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), (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule as to the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. The Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. On or prior to the first anniversary of the Closing DateBy December 31, 1996, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the Depositor and the Certificate Insurer a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan and Subsequent 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), and as to any document noted in an exception included in the Trustee's initial certification, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Purchase and Sale Agreement 2.05 are in its possession, (ii) each such document has been reviewed by it, has been, to the extent required, executed it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed initialled by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth in (i), (ii), (v) and (vi) of the definition of "Mortgage Loan Schedule" set forth herein accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of Section 2.3 2.05 or the description thereof as set forth in the related Mortgage Loan Schedule, the Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Seller, the Certificate Insurer and the Trustee. In performing any such review, the Trustee may conclusively rely on the Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in Section 2.3 2.05 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. Pursuant to the Purchase and Sale Agreement, the Seller has and the Originators have agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage File of which it is so notified by the Trustee. If, however, within 60 days after the Trustee's notice to it respecting such defect the Seller has not caused to be remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer (in either case in the reasonable determination of the Certificate Insurer), the Trustee shall enforce Seller and the Seller's obligation Originators will be obligated, pursuant to the Purchase and Sale Agreement Agreement, to either (i) substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in Section 3.3 hereof 3.03 or (ii) purchase such Mortgage Loan at a purchase price equal to the outstanding Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (x) all accrued and unpaid interest thereon and (y) 30 days' interest thereon, on such Principal Balance computed at the related Mortgage Interest Rate, net of the Servicing Fee if the Seller or an Originator, as applicable, is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, which purchase price shall be deposited in the Trustee Collection Account prior to on the next succeeding Servicer Remittance Distribution Date, after deducting therefrom any amounts received in respect of such repurchased Mortgage Loan or Loans and being held in the Collection Account or Trustee Collection Account for future distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan (the "Loan Repurchase Price"); provided. For purposes of calculating the Available Funds, however, that the Seller may not, pursuant to clause (ii) preceding, purchase the Principal Balance of any Mortgage Loan Repurchase Price or Substitution Adjustment that is not paid shall be deemed deposited in default or as to which no default is imminent unless the Seller has theretofore delivered an Opinion of Counsel knowledgeable Certificate Account in federal income tax matters which states that the Due Period preceding such a purchase would not constitute a prohibited transaction under the CodeServicer Distribution Date. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of the amounts described above into in the Trustee Collection Account (which certification shall be in the form of Exhibit H hereto), the Trustee shall release to the Servicer for release to the Seller the related Trustee's Mortgage File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Seller as may be necessary to transfer such Mortgage Loan to the Seller. The Trustee shall notify the Certificate Insurer if the Seller fails to repurchase or substitute for a Mortgage Loan in accordance with the foregoing.