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 hereby acknowledges receipt of, for each Mortgage Loan, the items listed in SECTION 2.04 (A), (B), (C), (G) AND (H) and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, upon and subject to the conditions set forth in this Agreement for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth herein, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the Representative, the Depositors, the Servicer and the Certificate Insurer an interim certification in the form attached hereto as EXHIBIT F-1 on or before such date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F)), (ii) such documents have been reviewed by it and 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) and 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing the completeness of the Mortgage Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of SECTION 2.04 or substantively to the description thereof as set forth in the Mortgage Loan Schedule, the Trustee, or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors and the Certificate Insurer. In performing any such review, such Person may conclusively rely on the related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Person's review of the Mortgage Files is limited solely to confirming that the documents listed in 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 Mortgage Loan Schedule. 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 final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has not caused to be remedied any defect described in such final certification and such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) 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 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the 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 Loan 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 Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 hereby acknowledges agrees to execute and deliver to the Company, the Certificate Insurer, the Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt ofof the Certificate Insurance Policy and, for with respect to each Mortgage Loan, on or prior to the items listed in SECTION 2.04 Closing Date, an acknowledgment of receipt of the original Mortgage Note (Awith any exceptions noted), (B), (C), (G) AND (H) 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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days Business Days after the Closing Date (or, with respect to any Qualified Substitute the Mortgage LoanLoans), within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeSeller, the DepositorsServicer, the Servicer Company and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 on or before such date 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 this Agreement Section 2.03 are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii) each such documents have document has been reviewed by it and have has 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 relate 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 (other than items as to the information set forth in (i), (ivii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxxii) of the definition of "Mortgage Loan Schedule) " set forth herein accurately reflects the information set forth in the Mortgage FileFile 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 inspect, review genuineness of any of the documents contained in each Mortgage File or examine 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 face. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing the completeness of the Mortgage Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of SECTION 2.04 or substantively to the description thereof as set forth in the Mortgage Loan Schedule, the Trustee, or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors and the Certificate Insurer. In performing any such review, such Person may conclusively rely on the related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Person's review of the Mortgage Files is limited solely to confirming that the documents listed in 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 Mortgage Loan Schedule. 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 final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has not caused to be remedied any defect described in such final certification and such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) 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 3.03 Loans or (ii) purchasethe collectability, insurability, effectiveness or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the 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 Loan 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 Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 suitability of any such defect based on such review. The Servicer or the 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 12.05Loan.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges receipt of, for each Mortgage Loan, the items listed in SECTION Section 2.04 (Aa), (Bb), (Cc), (Gg) AND and (Hh) and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, upon and subject to the conditions set forth in this Agreement for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(ASection 2.04(a), (Bb), (Cc), (Gg) AND and (Hh), in the form attached as EXHIBIT Exhibit E hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, to the extent set forth herein, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the Representative, the Depositors, the Servicer and the Certificate Insurer an interim certification in the form attached hereto as EXHIBIT Exhibit F-1 on or before such date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement are in its possession (other than those described in SECTION 2.04(A)(IISection 2.04(a)(ii) AND 2.04(Fand 2.04(f)), (ii) such documents have been reviewed by it and 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) and 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT Exhibit F-2 evidencing the completeness of the Mortgage Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of SECTION Section 2.04 or substantively to the description thereof as set forth in the Mortgage Loan Schedule, the Trustee, or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors and the Certificate Insurer. In performing any such review, such Person may conclusively rely on the related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Person's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION Section 2.04 (other than those described in SECTION 2.04(FSection 2.04(f)) have been executed and received and relate to the Mortgage Files identified in the Mortgage Loan Schedule. 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 final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes)Section 2.06, the Servicer has not caused to be remedied any defect described in such final certification and such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Payment Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) 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 Section 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the Mortgage Interest Rate, net of the applicable Servicing Fee (computed in the manner described in paragraph (i) or (ii), as applicable, of the definition thereof) if the Representative is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan out of funds on deposit in the Principal and Interest Account pursuant to SECTION Section 5.01(f), which purchase price shall be deposited in the Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT Exhibit B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 hereby acknowledges receipt ofSBA shall cause the Agent of the SBA to execute and deliver on the Closing Date (or, with respect to the Subsequent SBA Loans, on the related Subsequent Closing Date), for each Mortgage SBA Section 7(a) Loan, an acknowledgment of receipt of the items listed original SBA Note by the Agent of the SBA in SECTION 2.04 (A)the form attached as Exhibit 1 to the Multi-Party Agreement, (B), (C), (G) AND (H) and declares that it the Agent of the SBA will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, upon and subject to the conditions set forth in this Agreement agent for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, SBA and the Certificate Insurer, as their interests may appearCertificateholders. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the SBA and the Certificateholders, to review each Trustee's Document File within 90 days after the Closing Date or Subsequent Closing Date, as the case may be (or, with respect to any Qualified Substitute SBA Loan, within 45 days after the assignment thereof), and to deliver to the Certificateholders, the Trustee as holder of Sellers, the Lower-Tier Regular Interests and Upper-Tier Regular Interests, SBA and the Certificate Insurer, Servicer a certification in the form attached hereto as their interests may appearExhibit F-1. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 Within 360 days after the Closing Date (or, with respect to any Qualified Substitute Mortgage SBA Loan, within 45 360 days after the receipt thereof by the Custodian) and to deliver to the Representative, the Depositors, the Servicer and the Certificate Insurer an interim certification in the form attached hereto as EXHIBIT F-1 on or before such date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certificationassignment thereof), (i) all documents required to be delivered to it pursuant to this Agreement are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F)), (ii) such documents have been reviewed by it and 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) and 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors applicable Seller, the 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 Exhibit F-2 evidencing the completeness of the Mortgage Trustee's Document Files. (b) If the Certificate Insurer Trustee or the Trustee SBA, as the case may be, during the process of reviewing the Mortgage Trustee's Document Files finds any document constituting a part of a Mortgage Trustee's Document File which is not properly executed, has not been received, is unrelated to the Mortgage an SBA Loan identified in the Mortgage SBA Loan Schedule, or does not conform in a material respect to the requirements of SECTION Section 2.04 or substantively to the description thereof as set forth in the Mortgage SBA Loan Schedule, the Trustee, Trustee or the Certificate InsurerSBA, as applicablethe case may be, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors Servicer and the Certificate InsurerSellers. In performing any such review, such Person the Trustee or the SBA, as the case may be, may conclusively rely on the related Originator Sellers as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Personthe Trustee's and the SBA's review of the Mortgage SBA Files is limited solely to confirming that the documents listed in SECTION Section 2.04 (other than those described in SECTION 2.04(F)) have been executed and received and relate to the Mortgage Files SBA Loans identified in the Mortgage SBA Loan Schedule. The Servicer agrees 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 Certificate Insurer Trustee or the TrusteeSBA, as the case may be. If, however, within 60 days after receipt by the Trustee's or the SBA's notice to it of respecting such material defect the final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer applicable Seller has not caused to be remedied any the defect described in such final certification and such defect materially and adversely affects the interest value of the Certificateholders in the related Mortgage Loan or the interests of the Certificate InsurerSBA Loan, the Servicer Seller will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, 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 Section 3.03 or (ii) purchase, or cause purchase the Depositors or the applicable Originators to purchase, Unguaranteed Interest of such Mortgage SBA Loan at a purchase price equal to the Principal Balance of such Mortgage Loan Unguaranteed Interest as of the date of purchase, plus all accrued and unpaid 30 days' interest on such Principal Balance, computed at the Mortgage Interest Rate, net Adjusted SBA Loan Remittance Rate as of the applicable next succeeding Determination Date, plus any accrued unpaid Servicing Fee if the Representative is Fees, Monthly Advances and Servicing Advances reimbursable to the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan 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 Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defectDate. (c) Upon receipt by the Trustee and the SBA of a certification of a Servicing Officer of the Servicer of such substitution or acceptance purchase and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) Exhibit I hereto), the Trustee and the SBA shall release to the Servicer for release to the Depositors or the Originators, as appropriate, applicable Seller the related Mortgage Trustee's Document File and the Trustee and the SBA shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage SBA Loan to the Representative or Seller. All costs of any such transfer shall be borne by the respective DepositorServicer. (d) If recordation 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 Assignment of Mortgage Mortgaged Property or Reassignment of Assignment of Beneficial Interest is required hereunder after the occurrence of a Recordation Triggerother Collateral, the original 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 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 SBA Loan. On the Remittance Date in March of each such recorded Assignment of Mortgage year, the Trustee shall deliver to the Sellers, the SBA and Reassignment of Assignment of Beneficial Interest 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 be delivered list all Trustee's Document Files which were released by or returned to the Trustee or the Custodian within 10 days following Agent of the SBA during the prior calendar year, the date on which it is returned to the related Depositor of such release 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 return and the Certificate Insurer of any defect in reason for such Assignment of Mortgage release 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 12.05return.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges agrees to execute and deliver to the Company, the Certificate Insurer, the Servicer, the Certificate Administrator and the Seller on or prior to the Closing Date an acknowledgment of receipt ofof the Certificate Insurance Policy and, for with respect to each Mortgage Loan, on or prior to the items listed in SECTION 2.04 Closing Date, an acknowledgment of receipt of the original Mortgage Note (Awith any exceptions noted), (B), (C), (G) AND (H) 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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days __ Business Days after the Closing Date (or, with respect to any Qualified Substitute the Mortgage LoanLoans), within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeSeller, the DepositorsServicer, the Servicer Company, the Certificate Administrator and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 Exhibit F to 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 2.01 are in its possession, (ii) each such document has been reviewed by 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 responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or before to verify genuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any such date Mortgage Loan. By [DATE], the Trustee shall deliver (or cause to be delivered) to the Servicer, the Seller, the 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 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), (i1) all documents required to be delivered to it pursuant to this Agreement Section 2.01 are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii) each such documents have document has been reviewed by it and have has not been mutilated, damaged, torn xxx 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 relate 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 (other than items in (i), (ivii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxx) of the definition of "Mortgage Loan Schedule) " set forth herein 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 File delivered on 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing the completeness of the Mortgage Filesdate. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is Is unrelated to the Mortgage Loan identified in the related Mortgage Loan Schedule, or does not conform to the requirements of SECTION 2.04 Section 2.01 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 TrusteeSeller, the Representative, the Depositors and the Certificate Insurer, the Certificate Administrator and the Trustee. In performing any such review, such Person the Trustee may conclusively rely on the related Originator Seller as to the purported genuineness of any such document and any signature thereon. , It is understood that the scope of such Personthe Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION 2.04 (other than those described in SECTION 2.04(F)) Section 2.01 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan ScheduleSchedule and such documents conform to the standard set forth in clause (ii) of the paragraph directly above. The Servicer agrees to use reasonable efforts to cause to be remedied a material Trustee shall request that the Seller cure any such 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 from the date on which the Seller was notified of such defect, and if the final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has Seller does not caused to be remedied any defect described in such final certification and cure such defect materially and adversely affects in all material respects during such period, request that the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period Seller (i) if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in SECTION 3.03 Section 3.05 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, purchase such Mortgage Loan on the next succeeding Servicer Remittance Date at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the 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 Loan out of funds on deposit in the Principal and Interest Account pursuant to SECTION 5.01(f)Purchase Price, which purchase price shall be deposited in the Principal and Interest Collection Account on the next succeeding Determination Date (same Business Day, after deducting therefrom any amounts received in respect of such purchased repurchased Mortgage Loan or Loans and being held in the Principal and Interest Collection Account for future distribution); provided distribution to the extent such amounts have not yet been applied to principal or interest on such Mortgage Loan. It is understood and agreed that if the obligation of the Seller to so cure, substitute for or purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy respecting such defect caused such Mortgage Loan not or omission available to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification Certificateholders or Servicer's discovery of such defect. (c) Upon receipt by the Trustee on behalf of a certification of a Servicing Officer of Certificateholders. In addition, it is understood and agreed that the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 Company has assigned to the Trustee or all of its rights under 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 Sale Agreement and the Certificate Insurer of right to enforce any defect remedy against the Seller as provided 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 12.05.2.01

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges 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 ofof the Certificate Insurance Policy and, for on or prior to the Closing Date, with respect to each Mortgage LoanLoan transferred on such date, the items listed in SECTION 2.04 original Mortgage Note (Awith any exceptions noted), (B), (C), (G) AND (H) in the form attached as Exhibit G 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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders 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 thirty (30) days after the Closing Date (orDate, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeUnaffiliated Seller, the DepositorsServicer, the Servicer Depositor and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 on or before such date 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 this Agreement Section 2.05 (other than the items listed in clause (a)(v) thereof) are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii) each such documents have document has been reviewed by it and have has 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 relate 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 (other than items as to the information set forth in (i), (ivii), (v) and (xvi) of the definition of "Mortgage Loan Schedule) " set forth herein accurately reflects the information set forth in the Trustee's Mortgage FileFile 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. . (b) Within 375 ninety (90) days after 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 Depositors Unaffiliated Seller, the Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing Exhibit G to the completeness 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 2.05 (other than the items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by 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 FilesLoan 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 2.04 Section 2.05 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 Trustee, the Representative, the Depositors Unaffiliated Seller and the Certificate Insurer. In performing any such review, such Person the Trustee may conclusively rely on the related Originator Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Personthe Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION 2.04 Section 2.05 (other than those described listed in SECTION 2.04(F)clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Servicer agrees 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 Unaffiliated Seller's Agreement, the Unaffiliated Seller 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 Certificate Insurer or the Trustee. If, however, within 60 days after receipt by it of the final certification referred to in paragraph sixty (a60) of this SECTION 2.06 (or within 30 days after the Closing Date, in Trustee's notice to it respecting such defect the case of failure to deliver original Mortgage Notes), the Servicer Unaffiliated Seller has not caused to be remedied any the defect described in such final certification and such 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, the Servicer Unaffiliated Seller and the Originators will on be obligated, pursuant to the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 dayUnaffiliated Seller's Agreement, in the case of failure to deliver original Mortgage Notes) period either (i) if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in SECTION Section 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, purchase such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, Balance computed at the Mortgage Interest Rate, net of the applicable Servicing Fee if the Representative 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 out of funds on deposit in the Principal and Interest Account pursuant to SECTION 5.01(f)Loan, which purchase price shall be deposited in the Principal and Interest Collection Account on the next succeeding Determination Date (Servicer Distribution Date, after deducting therefrom any amounts received in respect of such purchased repurchased Mortgage Loan or Loans and being held in the Principal and Interest Collection Account for future distribution); provided that if distribution to the extent such defect caused amounts have not yet been applied to principal or interest on such Mortgage Loan not to (the "Loan Repurchase Price"). For purposes of calculating the Available Funds, any Loan Repurchase Price or Substitution Adjustment that is paid shall be a "qualified mortgage" within deemed deposited in the meaning of Code Section 860G(a)(3), Certificate Account in the Due Period preceding such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defectServicer Distribution Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance 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 in the Principal and Interest Collection Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) Exhibit J hereto), the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, 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 Representative 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 FileUnaffiliated Seller. 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 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 Unaffiliated Seller fails to record an Assignment of repurchase or substitute for a Mortgage or 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 recordation Loan in 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 accordance with the preparation 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 12.05foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges receipt of, for each Mortgage Loan, the items listed in SECTION Section 2.04 (Aa), (Bb), (Cc), (Gg) AND and (Hh) and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, upon and subject to the conditions set forth in this Agreement for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(ASection 2.04(a), (Bb), (Cc), (Gg) AND and (Hh), in the form attached as EXHIBIT Exhibit E hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, to the extent set forth herein, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the Representative, the Depositors, the Servicer and the Certificate Insurer an interim certification in the form attached hereto as EXHIBIT Exhibit F-1 on or before such date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement are in its possession (other than those described in SECTION 2.04(A)(IISection 2.04(a)(ii) AND 2.04(Fand 2.04(f)), (ii) such documents have been reviewed by it and 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) and 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT Exhibit F-2 evidencing the completeness of the Mortgage Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of SECTION Section 2.04 or substantively to the description thereof as set forth in the Mortgage Loan Schedule, the Trustee, or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors and the Certificate Insurer. In performing any such review, such Person may conclusively rely on the related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Person's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION Section 2.04 (other than those described in SECTION 2.04(FSection 2.04(f)) have been executed and received and relate to the Mortgage Files identified in the Mortgage Loan Schedule. 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 final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes)Section 2.06, the Servicer has not caused to be remedied any defect described in such final certification and such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) 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 Section 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the 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 Loan out of funds on deposit in the Principal and Interest Account pursuant to SECTION Section 5.01(f), which purchase price shall be deposited in the Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT Exhibit B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 hereby acknowledges 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 ofof the Certificate Insurance Policy and, for on or prior to the Closing Date, with respect to each Mortgage LoanLoan transferred on such date, the items listed in SECTION 2.04 original Mortgage Note (Awith any exceptions noted), (B), (C), (G) AND (H) in the form attached as Exhibit G 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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinCollateral Agent agrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders 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 thirty (30) days after the Closing Date (orDate, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeUnaffiliated Seller, the DepositorsServicer, the Servicer Depositor and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 on or before such date Exhibit 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 this Agreement Section 2.05 (other than the items listed in clause (a)(v) thereof) are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii) each such documents have document has been reviewed by it and have has 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 relate 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 (other than items as to the information set forth in (i), (ivii), (v) and (xvi) of the definition of "Mortgage Loan Schedule) " set forth herein accurately reflects the information set forth in the Trustee's Mortgage FileFile 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. . (b) Within 375 ninety (90) days after 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 Depositors Unaffiliated Seller, the Depositor, the Rating Agencies and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing Exhibit G to the completeness 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 2.05 (other than the items listed in clause (a)(v) thereof) are in its possession, (ii) each such document has been reviewed by 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 FilesLoan 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 2.04 Section 2.05 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 Trustee, the Representative, the Depositors Unaffiliated Seller and the Certificate Insurer. In performing any such review, such Person the Trustee may conclusively rely on the related Originator Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Personthe Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION 2.04 Section 2.05 (other than those described listed in SECTION 2.04(F)clause (v) thereof) have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan Schedule. The Servicer agrees 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 Unaffiliated Seller's Agreement, the Unaffiliated Seller 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 Certificate Insurer or the Trustee. If, however, within 60 days after receipt by it of the final certification referred to in paragraph sixty (a60) of this SECTION 2.06 (or within 30 days after the Closing Date, in Trustee's notice to it respecting such defect the case of failure to deliver original Mortgage Notes), the Servicer Unaffiliated Seller has not caused to be remedied any the defect described in such final certification and such 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, the Servicer Unaffiliated Seller and the Originators will on be obligated, pursuant to the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 dayUnaffiliated Seller's Agreement, in the case of failure to deliver original Mortgage Notes) period either (i) if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in SECTION Section 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, purchase such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, Balance computed at the Mortgage Interest Rate, net of the applicable Servicing Fee if the Representative 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 out of funds on deposit in the Principal and Interest Account pursuant to SECTION 5.01(f)Loan, which purchase price shall be deposited in the Principal and Interest Collection Account on the next succeeding Determination Date (Servicer Distribution Date, after deducting therefrom any amounts received in respect of such purchased repurchased Mortgage Loan or Loans and being held in the Principal and Interest Collection Account for future distribution); provided that if distribution to the extent such defect caused amounts have not yet been applied to principal or interest on such Mortgage Loan not to (the "Loan Repurchase Price"). For purposes of calculating the Available Funds, any Loan Repurchase Price or Substitution Adjustment that is paid shall be a "qualified mortgage" within deemed deposited in the meaning of Code Section 860G(a)(3), Certificate Account in the Due Period preceding such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defectServicer Distribution Date. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance 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 in the Principal and Interest Collection Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) Exhibit J hereto), the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, 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 Representative 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 FileUnaffiliated Seller. 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 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 Unaffiliated Seller fails to record an Assignment of repurchase or substitute for a Mortgage or 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 recordation Loan in 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 accordance with the preparation 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 12.05foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges agrees to execute and deliver to the Company, the Certificate Insurer, the Master Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt ofof the Certificate Insurance Policy and, for with respect to each Mortgage LoanLoan sold to the Trust Fund on the Closing Date, on or prior to the items listed in SECTION 2.04 Closing Date, an acknowledgement of receipt of the original Mortgage Note (Awith any exceptions noted), (B), (C), (G) AND (H) 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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days Business Days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeSeller, the DepositorsMaster Servicer, the Servicer Company and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 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 2.03 are in its possession, (ii) each such document has been reviewed by 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) and (xiii) 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 responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or before genuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any such date Mortgage Loan. Within 90 days following the Closing Date the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the Seller and the Company a final certification in the form attached hereto as Exhibit G to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement Section 2.03 are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii) each such documents have document has been reviewed by it and have has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if properly initialed initialled by the Mortgagor) ), appears regular on its face and relate 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 (other than items in (i), (ivii), (v), (vi), (x), (xi) and (xxiii) of the definition of "Mortgage Loan Schedule) " set forth herein 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 File delivered on 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing the completeness of the Mortgage Filesdate. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a 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 2.04 Section 2.03 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 Master Servicer, the TrusteeSeller, the Representative, the Depositors Certificate Insurer and the Certificate InsurerTrustee. In performing any such review, such Person the Trustee may conclusively rely on the related Originator Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Personthe Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION 2.04 (other than those described in SECTION 2.04(F)) Section 2.03 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan ScheduleSchedule and such documents conform to the standard set forth in clause (ii) of the paragraph directly above. The Servicer agrees to use reasonable efforts to cause to be remedied a material Trustee shall request that the Seller cure any such 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 from the date on which the Seller was notified of such defect, and if the final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has Seller does not caused to be remedied any defect described in such final certification and cure such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurerall material respects during such period, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period request that the (i) if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in SECTION Section 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, purchase such Mortgage Loan on the next succeeding Master Servicer Remittance Date at a purchase price equal to the Principal Balance actual stated principal balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, principal balance computed at the Mortgage Interest Rate, net of the applicable Servicing Fee if the Representative is the Servicer, plus the amount of any unpaid Servicing Fees, unreimbursed Periodic Advances and unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan out of funds on deposit in the Principal and Interest Account pursuant to SECTION 5.01(f)Loan, which purchase price shall be deposited in the Principal and Interest Collection Account on the next succeeding Determination Date (same Business Day, after deducting therefrom any amounts received in respect of such purchased repurchased Mortgage Loan or Loans and being held in the Principal and Interest Collection Account for future distribution); provided that if distribution to the extent such defect caused amounts have not yet been applied to principal or interest on such Mortgage Loan not to be a (the "qualified mortgage" within Loan Repurchase Price"). It is understood and agreed that the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days obligation of the earlier Seller to so cure or purchase any Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the delivery of the Trustee's interim certification sole remedy respecting such defect or Servicer's discovery of such defect. (c) Upon receipt by omission available to Certificateholders or the Trustee on behalf of a certification of a Servicing Officer of Certificateholders. In addition, it is understood and agreed that the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 Company has assigned to the Trustee or all of its rights under 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 Purchase Agreement and the Certificate Insurer of right to enforce any defect remedy against the Seller as provided 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 12.05.2.05

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges agrees to execute and deliver to the Company, the Certificate Insurer, the Master Servicer and the Seller on or prior to the Closing Date an acknowledgment of receipt ofof the Certificate Insurance Policy and, for with respect to each Mortgage Loan, on or prior to the items listed in SECTION 2.04 Closing Date, an acknowledgement of receipt of the original Mortgage Note (Awith any exceptions noted), (B), (C), (G) AND (H) 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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days Business Days after the Closing Date (orDate, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeSeller, the DepositorsMaster Servicer, the Servicer Company and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 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 2.03 are in its possession, (ii) each such document has been reviewed by 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 responsible to verify (i) the validity, legality, enforceability, sufficiency, due authorization, recordability or before genuineness of any of the documents contained in each Mortgage File or of any of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or suitability of any such date Mortgage Loan. By December 27, 1997, the Trustee shall deliver (or cause to be delivered) to the Master Servicer, the Seller, the 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 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), (i) all documents required to be delivered to it pursuant to this Agreement Section 2.03 are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii) each such documents have document has been reviewed by it and have has 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 relate 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 (other than items in (i), (ivii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxxii) of the definition of "Mortgage Loan Schedule) " set forth herein 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 File delivered on 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing the completeness of the Mortgage Filesdate. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a 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 2.04 Section 2.03 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 Master Servicer, the TrusteeSeller, the Representative, the Depositors Certificate Insurer and the Certificate InsurerTrustee. In performing any such review, such Person the Trustee may conclusively rely on the related Originator Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Personthe Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION 2.04 (other than those described in SECTION 2.04(F)) Section 2.03 have been executed and received and relate to the Mortgage Files identified in the related Mortgage Loan ScheduleSchedule and such documents conform to the standard set forth in clause (ii) of the paragraph directly above. The Servicer agrees to use reasonable efforts to cause to be remedied a material Trustee shall request that the Seller cure any such 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 from the date on which the Seller was notified of such defect, and if the final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has Seller does not caused to be remedied any defect described in such final certification and cure such defect materially and adversely affects in all material respects during such period, request that the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period Seller (i) if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in SECTION Section 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, purchase such Mortgage Loan on the next succeeding Master Servicer Remittance Date at a purchase price equal to the Principal Balance actual stated principal balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, principal balance computed at the Mortgage Interest Rate, net of the applicable Servicing Fee if the Representative is the Servicer, plus the amount of any unpaid Servicing Fees, unreimbursed Periodic Advances and unreimbursed Servicing Advances made by the Master Servicer with respect to such Mortgage Loan out of funds on deposit in the Principal and Interest Account pursuant to SECTION 5.01(f)Loan, which purchase price shall be deposited in the Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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.price

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (ai) The Trustee hereby acknowledges receipt of, for each Mortgage Loanagrees to execute and deliver to the Company, the items listed Certificate Insurer, the Servicer and the Asset Seller on or prior to the Closing Date an acknowledgment of receipt of the Certificate Insurance Policy in SECTION 2.04 (A), (B), (C), (G) AND (H) the form attached as Exhibit E hereto and declares that it will hold such documents document and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund and delivered to it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days after the Closing Date (or, Related Documents with respect to any Qualified Substitute each Mortgage LoanLoan within 60 Business Days after delivery of such documents to the Trustee pursuant to Section 2.09, within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeAsset Seller, the DepositorsServicer, the Servicer Company and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 on or before such date Exhibit G 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), (iA) all documents required to be delivered to it pursuant to this Agreement Section 2.09 are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (iiB) each such documents have document has been reviewed by it and have has 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 relate relates to such Mortgage Loan, and (iiiC) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule (other than items as to the information set forth in (i), (ivii), (v), (vi), (x), (xi), (xiii), (xiv), (xv), (xx) and (xxxii) of the definition of "Mortgage Loan Schedule) " set forth herein accurately reflects the information set forth in the Mortgage File. The Trustee shall be under no duty File 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing the completeness of the Mortgage Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of SECTION 2.04 or substantively to the description thereof as set forth in the Mortgage Loan Schedule, the Trustee, or the Certificate InsurerRelated Documents, as applicable, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors and the Certificate Insurerdelivered on such date. In performing any such review, such Person may conclusively rely on the related Originator The Trustee makes no representations as to and shall not be responsible to verify (A) the purported validity, legality, enforceability, sufficiency, due authorization, recordability or genuineness of any such document and any signature thereon. It is understood that the scope of such Person's review of the Mortgage Files is limited solely to confirming that the documents listed in 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 Mortgage Loan Schedule. 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 final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has not caused to be remedied any defect described in such final certification and such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) 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 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the 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 Loan 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 Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 CustodianRelated Documents, as applicable, or 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 any of the Mortgage File. The Trustee shall notify Loans or (B) the related Depositorcollectability, the Servicer and the Certificate Insurer of any defect in such Assignment of Mortgage insurability, effectiveness or Reassignment of Assignment of Beneficial Interest if it shall have actual knowledge suitability of any such defect based on such review. The Servicer or the 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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 12.05Loan.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges agrees to execute and deliver to the Depositor, the Certificate Insurer, the Servicer and the Transferor on or prior to the Closing Date an acknowledgment of receipt ofof the Certificate Insurance Policy and, for with respect to each Mortgage initial Loan, the items listed original Mortgage Note or Manufactured Home Contract, as applicable, (with any exceptions noted and the Original Assignment of Mortgage as provided in SECTION 2.04 (ASection 2.3(a)(i)(3)), (B), (C), (G) AND (H) in the form attached as Exhibit D-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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. . (b) The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage Trustee's Loan File within 45 days Business Days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeTransferor, the DepositorsServicer, the Servicer Depositor and the Certificate Insurer an interim certification in the form attached hereto as EXHIBIT F-1 on or before such date Exhibit D-2 (with applicable exceptions noted thereon) to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i1) all documents required to be delivered to it pursuant to this Agreement Section 2.3 hereof are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii2) each such documents have document has been reviewed by it it, has been, to the extent required, executed and have has 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) Borrower), appears regular on its face and relate 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 (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 (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 Loan File should contain any of the documents referred to in Section 2.3(a)(i)(5), 2.3(a)(ii)(5) and 2.3(a)(ii)(6) and with respect to each of Section 2.3(a)(iii)(2) and 2.3(a)(ii)(3), the Trustee shall not be required to determine which document described in such Section is applicable. Within 375 180 days after of the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors Transferor, the Depositor and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing Exhibit E to the completeness of effect that, as to each Loan listed in the Mortgage FilesLoan Schedule (other than any Loan paid in full or any 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 certifications, (i) all documents required to be delivered to it pursuant to Section 2.3 hereof and the Loan 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 Borrower), appears regular on its face and relates to such Loan. (bc) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Trustee's Loan Files finds any document constituting a part of a Mortgage Trustee's Loan File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage related Loan Schedule, or does not conform to the requirements of SECTION 2.04 Section 2.3 or substantively to the description thereof as set forth in the Mortgage related Loan Schedule, the Trustee, Trustee or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the TrusteeTransferor, the Representative, the Depositors Certificate Insurer and the Certificate InsurerTrustee. In performing any such review, such Person the Trustee may conclusively rely on the related Originator Transferor as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Personthe Trustee's review of the Mortgage Loan Files is limited solely to confirming that the documents listed in SECTION 2.04 (other than those described in SECTION 2.04(F)) Section 2.3 have been executed and received and relate to the Mortgage Loan Files identified in the Mortgage related Loan Schedule. The Servicer agrees Pursuant to the Loan Sale Agreement, the Transferor has agreed to use reasonable efforts to cause to be remedied a material defect in a document constituting part of a Mortgage Loan File of which it is so notified by the Certificate Insurer Trustee or the Trusteeotherwise becomes aware. If, however, within 60 days after receipt by it of the final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 90 days after the Closing DateTrustee's or Certificate Insurer's, in as applicable, notice to it respecting such defect the case of failure to deliver original Mortgage Notes), the Servicer Transferor has not caused to be remedied any the defect described in such final certification and such the defect materially and adversely affects the value of the Loans or the interest of the Certificateholders or the Certificate Insurer in such Loan (in the related Mortgage Loan or the interests reasonable determination of the Certificate Insurer), the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day Transferor shall either (or 30 day, in the case of failure to deliver original Mortgage Notes1) period (i) if within 2 years of the Closing Date, substitute, or cause the Depositors or the applicable Originator to substitute, substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan in the manner and subject to the conditions set forth in SECTION 3.03 Section 3.5 hereof or (ii2) purchase, or cause the Depositors or the applicable Originators to purchase, 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 on to the Due Date for such Principal BalanceLoan in the related Due Period and (y) 30 days' interest thereon, computed at the Mortgage related Loan 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 Loan out of funds on deposit in the Principal and Interest Account pursuant to SECTION 5.01(f)Loan, which purchase price shall be deposited in the Principal and Interest Certificate Account on the next succeeding Determination Date (Date, after deducting therefrom any amounts received in respect of such purchased Mortgage repurchased Loan or Loans and being held in the Principal and Interest Collection Account for future distributiondistribution to the extent such amounts have not yet been applied to principal or interest on such Loan (the "LOAN REPURCHASE PRICE"); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (cd) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance purchase and, in the case of a substitution, upon receipt of the related Trustee's Loan File, and the deposit of the amounts described above in into the Principal and Interest Certificate Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) Exhibit F hereto), the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, Transferor the related Mortgage Trustee's Loan File and shall execute, without recourse, and deliver such instruments of transfer furnished by the Transferor as may be necessary to transfer such Mortgage Loan to the Representative 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 FileTransferor. 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 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 Transferor fails to record an Assignment of Mortgage repurchase or 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 substitute for recordation a Loan in 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 accordance with the preparation 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 12.05foregoing.

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges 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 ofof the Certificate Insurance Policy and, for with respect to each Mortgage Loan, on or prior to the items listed in SECTION 2.04 Closing Date, an acknowledgment of receipt of the original Mortgage Note (Awith any exceptions noted), (B), (C), (G) AND (H) 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 it the Trustee, as Trustee in trust, trust upon and subject to the conditions set forth in this Agreement herein for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(A), (B), (C), (G) AND (H), 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 delivered to it in trust, to the extent set forth hereinagrees, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, Certificateholders and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days Business Days after the Closing Date (or, with respect to any Qualified Substitute the Mortgage LoanLoans), within 45 days after the receipt thereof by the Custodian) and to deliver to the RepresentativeSeller, the DepositorsServicer, the Servicer Depositor and the Certificate Insurer an interim a certification in the form attached hereto as EXHIBIT F-1 on or before such date 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 this Agreement Section 2.03 are in its possession (other than those described in SECTION 2.04(A)(II) AND 2.04(F))possession, (ii) each such documents have document has been reviewed by it and have has 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 relate 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 (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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 evidencing the completeness of the Mortgage Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of SECTION 2.04 or substantively to the description thereof as set forth in the Mortgage Loan Schedule, the Trustee, or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors and the Certificate Insurer. In performing any such review, such Person may conclusively rely on the related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Person's review of the Mortgage Files is limited solely to confirming that the documents listed in 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 Mortgage Loan Schedule. 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 final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes), the Servicer has not caused to be remedied any defect described in such final certification and such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) 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 3.03 or (ii) purchase, or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the 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 Loan 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 Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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.its

Acceptance by Trustee of the Trust Fund; Certain Substitutions; Certification by Trustee. (a) The Trustee hereby acknowledges receipt of, for each Mortgage Loan, the items listed in SECTION Section 2.04 (Aa), (Bb), (Cc), (Gg) AND and (Hh) and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, upon and subject to the conditions set forth in this Agreement for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, and the Certificate Insurer, as their interests may appear. The Trustee shall execute and deliver on the Closing Date an initial certification of receipt by it or by the Custodian on its behalf, for each Mortgage Loan of the items listed in SECTION 2.04(ASection 2.04(a), (Bb), (Cc), (Gg) AND and (Hh), in the form attached as EXHIBIT Exhibit E hereto, and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets delivered to it in trust, to the extent set forth herein, for the benefit of the Certificateholders, the Trustee as holder of the Lower-Tier Regular Interests and Upper-Tier Regular Interests, and the Certificate Insurer, as their interests may appear. The Trustee agrees to review (or cause to be reviewed) each Mortgage File within 45 days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan, within 45 days after the receipt thereof by the Custodian) and to deliver to the Representative, the Depositors, the Servicer and the Certificate Insurer an interim certification in the form attached hereto as EXHIBIT Exhibit F-1 on or before such date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement are in its possession (other than those described in SECTION 2.04(A)(IISection 2.04(a)(ii) AND 2.04(Fand 2.04(f)), (ii) such documents have been reviewed by it and have not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if properly initialed initialled by the Mortgagor) and 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. Within 375 days after the Closing Date, the Trustee shall deliver (or cause to be delivered) to the Servicer, the Depositors and the Certificate Insurer a final certification in the form attached hereto as EXHIBIT F-2 Exhibit F- 2 evidencing the completeness of the Mortgage Files. (b) If the Certificate Insurer or the Trustee during the process of reviewing the Mortgage Files finds any document constituting a part of a Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of SECTION Section 2.04 or substantively to the description thereof as set forth in the Mortgage Loan Schedule, the Trustee, or the Certificate Insurer, as applicable, shall promptly so notify the Servicer, the Trustee, the Representative, the Depositors and the Certificate Insurer. In performing any such review, such Person may conclusively rely on the related Originator as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of such Person's review of the Mortgage Files is limited solely to confirming that the documents listed in SECTION Section 2.04 (other than those described in SECTION 2.04(FSection 2.04(f)) have been executed and received and relate to the Mortgage Files identified in the Mortgage Loan Schedule. 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 final certification referred to in paragraph (a) of this SECTION 2.06 (or within 30 days after the Closing Date, in the case of failure to deliver original Mortgage Notes)Section 2.06, the Servicer has not caused to be remedied any defect described in such final certification and such defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, the Servicer will on the third Business Day preceding the Distribution Payment Date immediately succeeding the end of such 60 day (or 30 day, in the case of failure to deliver original Mortgage Notes) period (i) 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 Section 3.03 or (ii) purchaseii)purchase, or cause the Depositors or the applicable Originators to purchase, such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such Principal Balance, computed at the 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 Loan out of funds on deposit in the Principal and Interest Account pursuant to SECTION Section 5.01(f), which purchase price shall be deposited in the Principal and Interest Account on the next succeeding Determination Date (after deducting therefrom any amounts received in respect of such purchased Mortgage Loan or Loans and being held in the Principal and Interest Account for future distribution); provided that if such defect caused such Mortgage Loan not to be a "qualified mortgage" within the meaning of Code Section 860G(a)(3), such repurchase or, if applicable, substitution shall occur within 90 days of the earlier of the delivery of the Trustee's interim certification or Servicer's discovery of such defect. (c) Upon receipt by the Trustee of a certification of a Servicing Officer of the Servicer of such substitution or acceptance and the deposit of the amounts described above in the Principal and Interest Account (which certification shall be in the form of EXHIBIT B to the Custodial Agreement) Exhibit O hereto), the Trustee shall release to the Servicer for release to the Depositors or the Originators, as appropriate, the related Mortgage File and shall execute, without recourse, and deliver such instruments of transfer necessary to transfer such Mortgage Loan to the Representative 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 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 record an Assignment of Mortgage or 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 recordation in 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 preparation 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.