Common use of Acceptance by Trustee Clause in Contracts

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as a Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as a Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or a Custodian on its behalf) further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller Seller, any NIMS Insurer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is and a Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee (or a Custodian on its behalf) shall deliver to the Depositor Depositor, any NIMS Insurer and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the a Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee (or a Custodian on its behalf) shall execute and deliver to the Depositor on or prior to each Subsequent Transfer Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. The Trustee (or a Custodian on its behalf) shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it for the Subsequent Mortgage Loans and to certify and deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee and a Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 90 days after each Subsequent Transfer Date, the Trustee or a Custodian on behalf of the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 (or a substantially similar form) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01(b), the Trustee shall cause the related Custodian to list such as an exception in the Final Certification; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller or Originator, as applicable, shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder with respect to certain of the Mortgage Files and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon Upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts acknowledges its appointment as Custodian hereunder and acknowledges acceptance, on behalf of the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph belowTrust, of all right, title and interest previously held by the documents referred Seller in and to (i) the Receivables now existing and hereafter created and arising in Section 2.01 above connection with the Accounts and all other assets included in connection with any accounts that meet the definition of “Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocable to the Trust Fund” pursuant to subsection 2.5(l) and (v) Interchange ----------------- allocable to the Trust pursuant to subsection 2.5(k) and the proceeds thereof, ----------------- and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all shall maintain such assets right, title and such other assets included in interest, upon the definition of “Trust Fund” in trust herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesacknowledges that, for prior to or simultaneously with the benefit execution and delivery of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositorthis Agreement, the Seller and each Rating Agency an interim certification delivered to the Trustee the computer file or microfiche list described in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date third paragraph of Section 2.1. ----------- (or, with respect b) The Trustee hereby agrees not to disclose to any document delivered after Person any of the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed account numbers or other information contained in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full computer files, microfiche lists or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be notices delivered to it the Trustee by the Seller pursuant Section 2.01 to Sections -------- 2.1, 2.6, 2.7 and 3.4(c) (the "Account Information") except as is required in --- --- ------ ------------------- connection with the performance of this Agreement are its duties hereunder or in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to enforcing the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) rights of the Mortgage Loan Schedule (Certificateholders or to the extent such items are required to be delivered to it as part of the Mortgage Files a Successor Servicer appointed pursuant to Section 2.01) accurately reflects information set forth 10.2 and except as otherwise provided in this subsection 2.2(b). The ------------ ----------------- Trustee agrees to take such measures as shall be reasonably requested by the Mortgage File. It is herein acknowledged thatSeller to protect and maintain the security and confidentiality of such information, and, in conducting such reviewconnection therewith, shall allow the Seller to inspect the Trustee's security and confidentiality arrangements from time to time during normal business hours. In the event that the Trustee is under no duty or obligation required by law to inspect, review or examine disclose any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing DateAccount Information, the Trustee shall deliver to the Depositor and provide the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness with prompt written notice, unless such notice is prohibited by law, of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making such request or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by requirement so that the Seller may request a protective order or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositorappropriate remedy. In the event that such conveyance protective order or other remedy is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to not obtained the Trustee a first priority perfected security interest may disclose such information and will exercise its reasonable best efforts to obtain assurance that confidential treatment will be afforded such information. The Trustee shall use its reasonable best efforts to provide the Seller with written notice five days prior to any disclosure permitted by this subsection 2.2(b). ----------------- (c) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in all the name of the Depositor’s right, title and interest Trust other than as contemplated in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawAgreement.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clause (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair, for any present or future Companion Holder (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Class A-2FL Regular Interest and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Subject to the examination hereinafter provided, the Trustee hereby accepts its appointment as Custodian hereunder acknowledges receipt of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and acknowledges modification agreements, if any, the receipt, documents specified in Section 2.01(b)(2) (subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, permitted delayed delivery of the documents referred to described in Section 2.01 above 2.01(c)(4)), and all other assets included in the definition of “Trust Fund” Designated Loan Closing Documents, if any, delivered pursuant to Section 2.01, and declares that, in its capacity as Custodian, it that the Trustee holds and will hold such documents and the each other documents document delivered to it constituting a Mortgage Filepursuant to Section 2.01 in trust, and that it holds or will hold all such assets and such other assets included in upon the definition of “Trust Fund” in trust trusts herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 45 days after (i) the execution and to certify and deliver delivery of this Agreement, in the case of the Mortgage Notes, the assignments of the Mortgages to the DepositorTrustee, the Seller assumption and each Rating Agency an interim certification modification agreements, if any, the documents specified in substantially Section 2.01(b)(2) (subject to any permitted delayed delivery of the form attached hereto as Exhibit G-2documents described in Section 2.01(c)(4)), within 90 days and the Designated Loan Closing Documents, if any, (ii) delivery to the Trustee after the Closing Date of the Mortgage Notes and the assumption and modification agreements, if any, with respect to each Designated Loan, and (oriii) delivery of the recorded Mortgages, title insurance policies, recorded intervening assignments of Mortgage, if any, and filed intervening UCC-3 financing statements, if any, with respect to any Cooperative Loan to ascertain that all required documents set forth in Section 2.01 have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit C hereto. In performing such examination, the Trustee may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the Trustee's examination of the Mortgage Files is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If in the course of such review the Trustee finds (1) that any document required to be delivered as aforesaid has not been delivered, or (2) any such document has been mutilated, defaced or physically altered without the borrower's authorization or approval, or (3) based upon its examination of such documents, the information with respect to any Mortgage Loan set forth on Exhibit C is not accurate, the Trustee shall promptly so notify the Company in writing, which shall have a period of 60 days after receipt of such notice to correct or cure any such defect. The Company hereby covenants and agrees that, if any such material defect cannot be corrected or cured, the Company will on a Distribution Date which is not later than the first Distribution Date which is more than ten days after the end of such 60-day period repurchase the related Mortgage Loan from the Trustee at the Purchase Price therefor or replace such Mortgage Loan pursuant to Section 2.03(b); provided, however, that if the defect (or breach pursuant to Section 2.03(a)) is one that, had it been discovered before the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in would have prevented the Mortgage Loan Schedule (other than any from being a "qualified mortgage" within the meaning of the REMIC Provisions, such defect or breach shall be cured, or the related Mortgage Loan paid in full shall be repurchased or replaced, on a Distribution Date which falls within 90 days of the date of discovery of such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or any Mortgage Loan specifically identified amount required in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 respect of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files a substitution pursuant to Section 2.01) accurately reflects information set forth 2.03(b), shall be deposited by the Company in the Mortgage File. It is herein acknowledged that, in conducting such review, Certificate Account pursuant to Section 3.02(d) on the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver Business Day prior to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Filesapplicable Distribution Date and, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Company the related Mortgage File and shall execute and deliver or cause to be executed and delivered such instruments of a breach of any of the representations and warranties made by the Seller transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Purchase Agreement in respect of Company any Mortgage Loan released pursuant hereto. It is understood and agreed that materially adversely affects such the obligation of the Company to repurchase or replace any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the interests Trustee on behalf of Certificateholders. Upon receipt by the Trustee of the related Certificateholders Mortgage Note with respect to a Designated Loan that is not defective in such Mortgage Loanaccordance with the fifth sentence of the preceding paragraph, the party discovering such breach related Lost Note Affidavit delivered pursuant to Section 2.01 shall give prompt written notice to the other parties to this Agreement. The Depositor be void and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor shall return it to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCompany.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii), (xiv10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Seller Master Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Seller, the Depositor, the Trustee or the Depositor Master Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute and deliver, on behalf of the Trust, the Yield Maintenance Agreement.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to reviewed by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii), (xiv10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Master Servicer and the Seller NIMS Insurer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Seller, the Depositor, the NIMS Insurer, the Trustee or the Depositor Master Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute and deliver, on behalf of the Trust, the Yield Maintenance Agreement.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clauses (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate of the related Mortgage Loan Seller or the Master Servicer as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Whole Loan, for any present or future Companion Holder, (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Class A-2FL Regular Interest and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clause (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair or the Universal Hotel Portfolio Whole Loan, for any present or future Companion Holder or the Universal Hotel Portfolio Companion Noteholders (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to Trustee as holder of the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller Seller, the Master Servicer and each the Rating Agency an interim initial certification in substantially the form attached hereto as Exhibit G-2G-1, within 90 45 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Datefirst anniversary date of this Agreement, the Trustee shall deliver to the Depositor Depositor, the Seller and the Seller Master Servicer a final certification in the form annexed hereto as Exhibit G-3 G-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and the Certificate Insurance Policy and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon Upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clauses (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate of the related Mortgage Loan Seller or the applicable Master Servicer as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Whole Loan, for any present or future Companion Holder, (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Class A-2SFL Regular Interest and to certify and deliver to the DepositorClass A-JFL Regular Interest, the Seller Uncertificated Middle-Tier Interests and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Subject to the examination hereinafter provided, the Trustee hereby accepts its appointment as Custodian hereunder acknowledges receipt of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and acknowledges modification agreements, if any, the receipt, documents specified in Section 2.01(b)(2) (subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, permitted delayed delivery of the documents referred to described in Section 2.01 above 2.01(c)(iv)), and all other assets included in the definition of “Trust Fund” Designated Loan Closing Documents, if any, delivered pursuant to Section 2.01, and declares that, in its capacity as Custodian, it that the Trustee holds and will hold such documents and the each other documents document delivered to it constituting a Mortgage Filepursuant to Section 2.01 in trust, and that it holds or will hold all such assets and such other assets included in upon the definition of “Trust Fund” in trust trusts herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 45 days after (i) the execution and to certify and deliver delivery of this Agreement, in the case of the Mortgage Notes, the assignments of the Mortgages to the DepositorTrustee, the Seller assumption and each Rating Agency an interim certification modification agreements, if any, the documents specified in substantially Section 2.01(b)(2) (subject to any permitted delayed delivery of the form attached hereto as Exhibit G-2documents described in Section 2.01(c)(iv)), within 90 days and the Designated Loan Closing Documents, if any, (ii) delivery to the Trustee after the Closing Date of the Mortgage Notes and the assumption and modification agreements, if any, with respect to each Designated Loan, and (oriii) delivery of the recorded Mortgages, title insurance policies, recorded intervening assignments of Mortgage, if any, and filed intervening UCC-3 financing statements, if any, with respect to any Cooperative Loan to ascertain that all required documents set forth in Section 2.01 have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit C hereto. In performing such examination, the Trustee may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the Trustee's examination of the Mortgage Files is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If in the course of such review the Trustee finds (1) that any document required to be delivered as aforesaid has not been delivered, or (2) any such document has been mutilated, defaced or physically altered without the borrower's authorization or approval, or (3) based upon its examination of such documents, the information with respect to any Mortgage Loan set forth on Exhibit C is not accurate, the Trustee shall promptly so notify the Company in writing, which shall have a period of 60 days after receipt of such notice to correct or cure any such defect. The Company hereby covenants and agrees that, if any such material defect cannot be corrected or cured, the Company will on a Distribution Date which is not later than the first Distribution Date which is more than ten days after the end of such 60-day period repurchase the related Mortgage Loan from the Trustee at the Purchase Price therefor or replace such Mortgage Loan pursuant to Section 2.03(b); provided, however, that if the defect (or breach pursuant to Section 2.03(a)) is one that, had it been discovered before the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in would have prevented the Mortgage Loan Schedule (other than any from being a "qualified mortgage" within the meaning of the REMIC Provisions, such defect or breach shall be cured, or the related Mortgage Loan paid in full shall be repurchased or replaced, on a Distribution Date which falls within 90 days of the date of discovery of such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or any Mortgage Loan specifically identified amount required in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 respect of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files a substitution pursuant to Section 2.01) accurately reflects information set forth 2.03(b), shall be deposited by the Company in the Mortgage File. It is herein acknowledged that, in conducting such review, Certificate Account pursuant to Section 3.02(d) on the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver Business Day prior to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Filesapplicable Distribution Date and, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Company the related Mortgage File and shall execute and deliver or cause to be executed and delivered such instruments of a breach of any of the representations and warranties made by the Seller transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Purchase Agreement in respect of Company any Mortgage Loan released pursuant hereto. It is understood and agreed that materially adversely affects such the obligation of the Company to repurchase or replace any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the interests Trustee on behalf of Certificateholders. Upon receipt by the Trustee of the related Certificateholders Mortgage Note with respect to a Designated Loan that is not defective in such Mortgage Loanaccordance with the fifth sentence of the preceding paragraph, the party discovering such breach related Lost Note Affidavit delivered pursuant to Section 2.01 shall give prompt written notice to the other parties to this Agreement. The Depositor be void and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor shall return it to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCompany.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clause (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair, for any present or future Companion Holder (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to Trustee as holder of the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to reviewed by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the applicable Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency Agencies an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the SellerSellers, the Depositor and the Master Servicer, the Servicer and the Depositor. In addition, upon the discovery by the a Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the such Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Subject to the examination hereinafter provided, the Trustee hereby accepts its appointment as Custodian hereunder acknowledges receipt of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and acknowledges modification agreements, if any, the receipt, documents specified in Section 2.01(b)(2) (subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, permitted delayed delivery of the documents referred to described in Section 2.01 above 2.01(c)(iv)), and all other assets included in the definition of “Trust Fund” Designated Loan Closing Documents, if any, delivered pursuant to Section 2.01, and declares that, in its capacity as Custodian, it that the Trustee holds and will hold such documents and the each other documents document delivered to it constituting a Mortgage Filepursuant to Section 2.01 in trust, and that it holds or will hold all such assets and such other assets included in upon the definition of “Trust Fund” in trust trusts herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 45 days after (i) the execution and to certify and deliver delivery of this Agreement, in the case of the Mortgage Notes, the assignments of the Mortgages to the DepositorTrustee, the Seller assumption and each Rating Agency an interim certification modification agreements, if any, the documents specified in substantially Section 2.01(b)(2) (subject to any permitted delayed delivery of the form attached hereto as Exhibit G-2documents described in Section 2.01(c)(iv)), within 90 days and the Designated Loan Closing Documents, if any, (ii) delivery to the Trustee after the Closing Date of the Mortgage Notes and the assumption and modification agreements, if any, with respect to each Designated Loan, and (oriii) delivery of the recorded Mortgages, title insurance policies, recorded intervening assignments of Mortgage, if any, and filed intervening UCC-3 financing statements, if any, with respect to any Cooperative Loan to ascertain that all required documents set forth in Section 2.01 have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit C hereto. In performing such examination, the Trustee may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the Trustee's examination of the Mortgage Files is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If in the course of such review the Trustee finds (1) that any document required to be delivered as aforesaid has not been delivered, or (2) any such document has been mutilated, defaced or physically altered without the borrower's authorization or approval, or (3) based upon its examination of such documents, the information with respect to any Mortgage Loan set forth on Exhibit C is not accurate, the Trustee shall promptly so notify the Company in writing, which shall have a period of 60 days after receipt of such notice to correct or cure any such defect. The Company hereby covenants and agrees that, if any such material defect cannot be corrected or cured, the Company will on a Distribution Date which is not later than the first Distribution Date which is more than ten days after the end of such 60-day period repurchase the related Mortgage Loan from the Trustee at the Purchase Price therefor or replace such Mortgage Loan pursuant to Section 2.03(b); provided, however, that if the defect (or breach pursuant to Section 2.03(a)) is one that, had it been discovered before the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in would have prevented the Mortgage Loan Schedule (other than any from being a "qualified mortgage" within the meaning of the REMIC Provisions, such defect or breach shall be cured, or the related Mortgage Loan paid in full shall be repurchased or replaced, on a Distribution Date which falls within 90 days of the date of discovery of such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or any Mortgage Loan specifically identified amount required in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 respect of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files a substitution pursuant to Section 2.01) accurately reflects information set forth 2.03(b), shall be deposited by the Company in the Mortgage File. It is herein acknowledged that, in conducting such review, Certificate Account pursuant to Section 3.02(d) on the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver Business Day prior to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Filesapplicable Distribution Date and, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Company the related Mortgage File and shall execute and deliver or cause to be executed and delivered such instruments of a breach of any of the representations and warranties made by the Seller transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Purchase Agreement in respect of Company any Mortgage Loan released pursuant hereto. It is understood and agreed that materially adversely affects such the obligation of the Company to repurchase or replace any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the interests Trustee on behalf of Certificateholders. Upon receipt by the Trustee of the related Certificateholders Mortgage Note with respect to a Designated Loan that is not defective in such Mortgage Loanaccordance with the fifth sentence of the preceding paragraph, the party discovering such breach related Lost Note Affidavit delivered pursuant to Section 2.01 shall give prompt written notice to the other parties to this Agreement. The Depositor be void and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor shall return it to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCompany.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clauses (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate of the related Mortgage Loan Seller or the applicable Master Servicer as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair, for any present or future Companion Holder (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Class A-3FL Regular Interest and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. (a) The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges receipt of the receiptPolicy and, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(a)(v)) above and all other assets included in the definition of “"Trust Fund” " (to the extent of amounts deposited into the Collection Account) and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. Certificateholders and the Certificate Insurer. (b) The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 30 days after the Closing Date and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan which has been certified as having been paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant Section 2.01 of to this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1) through (3), (ii6), (iii9)(A), (xiii10), (xiv13) and (xviii16) of the definition of "Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after , or (ii) to determine whether any Mortgage File should include any of the Closing Date, documents specified in clause (v) of Section 2.01(a). (c) Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller Certificate Insurer a final certification in the form annexed hereto as Exhibit G-3 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, . (d) If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerDepositor, the Depositor Servicer and the Master ServicerCertificate Insurer. In addition, upon the discovery by the Seller Depositor, the Servicer or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan related Unaffiliated Seller's Agreement or by the Originator in the Purchase and Assignment Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCertificate Insurer.

Acceptance by Trustee. (a) The Trustee Trustee, by the execution and delivery of this Agreement, hereby accepts certifies receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and the further review provided for in this Section 2.02, and further subject to the review described below and any exceptions noted on the any exception report described in prepared by the next paragraph belowTrustee or such Custodian and attached hereto as Schedule II, of the documents referred specified in clauses (1), (2), (9), (13) and (18) (other than the related transfer documents) of the definition of "Mortgage File" with respect to in Section 2.01 above each Mortgage Loan, of a fully executed original counterpart of each Mortgage Loan Purchase Agreement and of all other assets included in the definition REMIC I and delivered to it, in good faith and without notice of “Trust Fund” any adverse claim, and declares that, in that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it be delivered by the Mortgage Loan Sellers constituting a the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for In connection with the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositorforegoing, the Seller Trustee hereby certifies, subject to any exceptions noted on any exception report prepared by the Trustee or the Custodian and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatSchedule II, as to each Mortgage Loan listed in Note, that it (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan. Further, the Trustee hereby certifies to each of the Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically Seller that except as identified in the exception report annexed thereto report, which is attached hereto as not being covered by such certification)Schedule II, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as without regard to the foregoing, the information set forth proviso in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) definition of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.72

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date Date, with respect to each Initial Mortgage Loan, or the Additional Transfer Date, with respect to each Additional Group 3 Mortgage Loan (or, with respect to any document delivered after the Startup DayDay (in the case of the Initial Mortgage Loans) or the Additional Transfer Date (in the case of the Additional Group 3 Mortgage Loans), within 45 60 days of receipt and with respect to any Qualified Eligible Substitute MortgageMortgage Loan, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii), (xiii), (xiv10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller NIMS Insurer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Seller Originators, the Seller, the Depositor, the NIMS Insurer, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the related Originator in the applicable Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement or an Additional Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties parties. Notwithstanding the foregoing, any breach of a Deemed Material and Adverse Representation with respect to this Agreementa Group 1 Mortgage Loan or Group 2 Mortgage Loan shall automatically be deemed to materially and adversely affect such Mortgage Loan or the interest of the related Certificateholders therein. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Initial Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File (other than for the Mortgage Loans serviced by PHH) delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt (including, but not limited to, documents provided by PHH as described in Section 2.01 above) and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements as set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii), (xiv10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Master Servicer and the Seller NIMS Insurer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Seller, the Depositor, the NIMS Insurer, the Trustee or the Depositor Master Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute and deliver, on behalf of the Trust, the Class A-2 Yield Maintenance Agreement and Class M Yield Maintenance Agreement.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File (other than for Mortgage Loans serviced by WFB) delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt (including, but not limited to, documents provided by WFB as described in Section 2.01) and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency Agencies an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges receipt of the receiptPolicy and, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of “"Trust Fund” " under clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution Account) and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 45 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute MortgageMortgage or Subsequent Mortgage Loan, within five Business Days 45 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Master Servicer and the Seller Certificate Insurer a final certification in the form annexed hereto as Exhibit G-3 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerDepositor, the Depositor Master Servicer and the Master ServicerCertificate Insurer. In addition, upon the discovery by the Seller Depositor or the Depositor Master Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCertificate Insurer.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesreviewed, for the benefit of the Certificateholders, to review each Mortgage File delivered prior to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and will certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (Schedules to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) items set forth in Schedule B of Exhibit F-1 accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Seller, the Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges will hold (i) the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, documents constituting a part of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents Mortgage Files delivered to it constituting a Mortgage File(ii) the REMIC I Regular Interests, and that it holds or will hold all such assets and such other assets included (iii) the REMIC II Regular Interests, in the definition of “Trust Fund” each case, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for On the benefit initial Closing Date in respect of the CertificateholdersInitial Certification, to review each and within 75 days after the initial Closing Date in respect of the Final Certification, the Trustee shall examine the Mortgage File delivered to it Files in its possession, and to certify and shall deliver to the Depositor, the Seller Sellers, the Master Servicer, the Special Servicer and each Rating Agency an interim the Operating Adviser a certification (the "Initial Certification" and the "Final Certification", respectively, in substantially the form attached hereto respective forms set forth as Exhibit G-2, within 90 days after B-1 and Exhibit B-2 hereto) (i) in the Closing Date (or, with respect to any document delivered after case of the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatInitial Certification, 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 Schedule, except as may be specified in the exception report annexed thereto as not being covered by such certification)schedule of exceptions to Mortgage File delivery attached thereto, to the effect that: (A) all documents pursuant to clause (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement the definition of Mortgage File are in its possession, (iiB) such documents have been reviewed by it and have not been materially mutilated, damaged damaged, defaced, torn or torn otherwise physically altered, and such documents relate to such Mortgage Loan Loan, and (iiiC) each Mortgage Note has been endorsed as provided in clause (i) of the definition of Mortgage File, and (ii) in the case of the Final Certification, as to each Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified in the schedule of exceptions to Mortgage File delivery attached thereto, to the effect that: (A) all documents pursuant to clauses (i), (ii), (iv), (v), (vi) and (viii) of the definition of Mortgage File required to be included in the Mortgage File, and with respect to all documents specified in the other clauses of the definition of Mortgage File to the extent known by a Responsible Officer of the Trustee to be required pursuant to this Agreement, are in its possession, (B) such documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan, (C) based on its examination and only as to the foregoingMortgage Note and Mortgage, the information street address of the Mortgaged Property set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the respecting such Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects the information set forth contained in the documents in the Mortgage File, and (D) each Mortgage Note has been endorsed. It Notwithstanding the foregoing, the delivery of a commitment to issue a Title Insurance Policy in lieu of the delivery of the actual Title Insurance Policy shall not be considered a Material Document Defect with respect to any Mortgage File if such actual Title Insurance Policy is herein acknowledged thatdelivered to the Trustee or a Custodian on its behalf not later than the 180th day following the Closing Date. The Trustee shall deliver to the Master Servicer, in conducting the Special Servicer, the Operating Adviser and each Seller a copy of such reviewFinal Certification. Within 360 days after the Cut-Off Date, the Trustee shall provide a confirmation of receipt of recorded assignments of Mortgage (as described in the definition of Mortgage File, with evidence of recording thereon) or otherwise provide evidence of such recordation to the Master Servicer, the Special Servicer, the Operating Advisor and each Seller, and if any recorded assignment of Mortgage has not been received by the Trustee by such time, the Trustee shall provide information in such confirmation on the status of missing assignments. The Trustee agrees to use reasonable efforts to submit for recording any unrecorded assignments of Mortgage that have been delivered to it (including effecting such recordation process through or cooperating with the applicable Seller) such recordation to be at the expense of the applicable Seller; provided, however, that the Trustee shall not submit for recording any such assignments if the applicable Seller produces evidence that it has sent any such assignment for recording and is awaiting its return from the applicable recording office. In giving the certifications required above, the Trustee shall be under no obligation or duty or obligation to inspect, review or examine any such documents, instruments, certificates securities or other papers to determine that whether they or the signatures thereon are valid, legal, genuine, enforceable, in recordable form or appropriate for the their represented purpose or that they have actually been recorded purposes, or that they are other than what they purport to be on their face, or to determine whether any Mortgage File should include any assumption agreement, modification agreement, consolidation agreement, extension agreement, Assignment of Lease, ground lease, UCC financing statement, guaranty, written assurance, substitution agreement, lock box agreement, intercreditor agreement, management agreement or letter of credit. No later than If any exceptions are noted on a schedule of exceptions (if any) attached to the Final Certification, including exceptions resulting from the fact that the recordation and/or filing has not been completed (based solely on the absence of receipt by the Custodian (or the Trustee) of the particular documents showing evidence of the recordation and/or filing), then the Custodian on behalf of the Trustee (or the Trustee) shall continuously update such schedule of exceptions to reflect receipt of any corrected documents, additional documents or instruments or evidences of recordation and/or filing, as to each Mortgage Loan, until the earliest of the following dates: (i) the date on which all such exceptions are eliminated (any such elimination resulting from the fact that recordation and/or filing has been completed shall be based solely on receipt by the Custodian or the Trustee of the particular documents showing evidence of the recordation and/or filing), (ii) the date on which all the affected Mortgage Loans are removed from the Trust and (iii) the second anniversary of the Closing Date, and shall provide such updated schedule of exceptions to each of the Depositor, each Seller (as to its respective Mortgage Loans only), the Master Servicer, the Special Servicer, the Operating Adviser and the Paying Agent on or about the date that is 180 days after the Closing Date and then again every 90 days thereafter (until the earliest date specified above). The Paying Agent shall promptly forward a copy thereof to each Certificateholder in the Controlling Class and shall deliver or make available a copy thereof to other Certificateholders pursuant to Section 5.4(d). Promptly, and in any event within two Business Days, following any request therefor by the Depositor, the Master Servicer, the Special Servicer or the Operating Adviser that is made later than two years following the Closing Date, the Trustee Custodian (or the Trustee) shall deliver an updated schedule of exceptions (to the Depositor extent the prior schedule showed exceptions) to the requesting Person and the Seller Paying Agent, which shall make available a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereoncopy thereof pursuant to Section 5.4(d). If, in the process course of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to abovesuch review, the Trustee finds any document or documents constituting a part of a Trustee Mortgage File to be missing or which does not conforming to meet the requirements set forth hereinof clauses (ii)(A) through (D) in the third preceding paragraph, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the applicable Seller, the Master Servicer, the Special Servicer, the Operating Adviser, and the Depositor in writing and the Master ServicerServicer shall, and the Special Servicer may, request such Seller to correct or cure such defect in the manner and within the period or periods set forth in the applicable Mortgage Loan Purchase Agreement and absent such correction or cure, and, in the case of a defect which results from a failure to meet one or more requirements of clauses (ii)(A) through (C) in the third preceding paragraph, such defect materially and adversely affects the value of the related Mortgage Loan or the interest of the Trustee in the related Mortgage Loan (in the good faith judgment of the Master Servicer or the Trustee), or in any event in the case of a defect under (ii)(D), the Trustee shall, and the Special Servicer may, request the applicable Seller, at such Seller's election, to, and such Seller shall be required promptly upon such request, either (i) substitute for the related Mortgage Loan, without recourse, a Qualifying Substitute Mortgage Loan or Loans, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.3; or (ii) purchase such Mortgage Loan from the Trust at the Purchase Price therefor in accordance with the related Mortgage Loan Purchase Agreement. In addition, upon The Purchase Price for any such Mortgage Loan shall be paid to the discovery Master Servicer and deposited by the Seller or Master Servicer in the Depositor (or upon Certificate Account. Upon receipt by the Trustee of written notification of such breach) of a breach of any deposit of the representations Purchase Price or other amount required of the applicable Seller, signed by a Servicing Officer of the Master Servicer (which notification shall include a statement as to the accuracy of the calculation of the Purchase Price or other required deposit), the Trustee shall release the related Trustee Mortgage File to the applicable Seller and warranties made by the Seller Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment in the forms presented to it, in each case without recourse, representation or warranty as shall be necessary to vest in such Seller, or its designee, title (to the extent that such title was transferred to the Depositor or the Trustee) to any Mortgage Loan Purchase Agreement released pursuant hereto, including title to any property acquired in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests proceeds of the related Certificateholders any insurance policy with respect thereto. The Trustee or its authorized agents shall retain possession and custody of each Trustee Mortgage File in such Mortgage Loan, the party discovering such breach shall give prompt written notice accordance with and subject to the other parties to this Agreement. The Depositor terms and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawconditions set forth herein.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreeshas reviewed, for the benefit of the Certificateholders, to review each Mortgage File delivered prior to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and will certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii), (xiii), (xiv10) and (xviii23) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller NIMS Insurer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerSponsor, the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Sponsor, the Depositor, the NIMS Insurer, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller Originator in the Originator Mortgage Loan Purchase Agreement or the Sponsor in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii5), (xiv13) and (xviii25) (in the case of (25), only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute, deliver and perform its obligations under each Yield Maintenance Agreement on the Closing Date and thereafter on behalf of the Holders of the Class AV-1 and Class AV-2 Certificates, in the case of the Group I Yield Maintenance Agreement, and the Holders of the Class M Certificates, in the case of the Class M Yield Maintenance Agreement. The Seller, the Servicer, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under each Yield Maintenance Agreement and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. The Trustee is hereby directed to represent and warrant to the Group I Yield Maintenance Agreement Provider under the Group I Yield Maintenance Agreement and the Class M Yield Maintenance Agreement Provider under the Class M Yield Maintenance Agreement that the beneficial owner for United States federal income tax purposes of payments made under the Yield Maintenance Agreements is either: (A) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes, or (B) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations for United States federal income tax purposes, and a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to reviewed by it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency Agencies an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptCustodian's receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, it that the Custodian holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it the Custodian holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to Custodian shall review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and the Custodian shall certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii3), (xiii5), (xiv13) and (xviii26) (in the case of (26), only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Custodian is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee Custodian shall deliver to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerSponsor, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Sponsor, Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller Sponsor in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute and deliver the Cap Contracts on the Closing Date and thereafter on behalf of the Trust Fund for the benefit of the Holders of the Class AV and Class M Certificates. The Sponsor, the Servicer, the Depositor and the Holders of the Class AV and Class M Certificates by acceptance of their Certificates acknowledge and agree that the Trustee shall execute and deliver the Cap Contracts and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. The Trustee is hereby directed to represent and warrant on behalf of the Trust Fund to the Cap Contract Provider under each of the Cap Contracts that the beneficial owner for United States federal income tax purposes of payments made under each of the Cap Contracts is either: (A) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes, or (B) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations for United States federal income tax purposes, and a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.

Acceptance by Trustee. The Subject to the examination hereinafter provided, the Trustee hereby accepts its appointment as Custodian hereunder acknowledges receipt of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and acknowledges modification agreements, if any, the receipt, documents specified in Section 2.01(b)(2) (subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, permitted delayed delivery of the documents referred to described in Section 2.01 above 2.01(c)(iv)), and all other assets included in the definition of “Trust Fund” Designated Loan Closing Documents, if any, delivered pursuant to Section 2.01, and declares that, in its capacity as Custodian, it that the Trustee holds and will hold such documents and the each other documents document delivered to it constituting a Mortgage Filepursuant to Section 2.01 in trust, and that it holds or will hold all such assets and such other assets included in upon the definition of “Trust Fund” in trust trusts herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 45 days after (i) the execution and to certify and deliver delivery of this Agreement, in the case of the Mortgage Notes, the assignments of the Mortgages to the DepositorTrustee, the Seller assumption and each Rating Agency an interim certification modification agreements, if any, the documents specified in substantially Section 2.01(b)(2) (subject to any permitted delayed delivery of the form attached hereto as Exhibit G-2documents described in Section 2.01(c)(iv)), within 90 days and the Designated Loan Closing Documents, if any, (ii) delivery to the Trustee after the Closing Date of the Mortgage Notes and the assumption and modification agreements, if any, with respect to each Designated Loan, and (oriii) delivery of the recorded Mortgages, title insurance policies, recorded intervening assignments of Mortgage, if any, and filed intervening UC 3 financing statements, if any, with respect to any Cooperative Loan to ascertain that all required documents set forth in Section 2.01 have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit C hereto. In performing such examination, the Trustee may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the Trustee's examination of the Mortgage Files is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If in the course of such review the Trustee finds (1) that any document required to be delivered as aforesaid has not been delivered, or (2) any such document has been mutilated, defaced or physically altered without the borrower's authorization or approval, or (3) based upon its examination of such documents, the information with respect to any Mortgage Loan set forth on Exhibit C is not accurate, the Trustee shall promptly so notify the Company in writing, which shall have a period of 60 days after receipt of such notice to correct or cure any such defect. The Company hereby covenants and agrees that, if any such material defect cannot be corrected or cured, the Company will on a Distribution Date which is not later than the first Distribution Date which is more than ten days after the end of such 60-day period repurchase the related Mortgage Loan from the Trustee at the Purchase Price therefor or replace such Mortgage Loan pursuant to Section 2.03(b); provided, however, that if the defect (or breach pursuant to Section 2.03(a)) is one that, had it been discovered before the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in would have prevented the Mortgage Loan Schedule (other than any from being a "qualified mortgage" within the meaning of the REMIC Provisions, such defect or breach shall be cured, or the related Mortgage Loan paid in full shall be repurchased or replaced, on a Distribution Date which falls within 90 days of the date of discovery of such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or any Mortgage Loan specifically identified amount required in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 respect of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files a substitution pursuant to Section 2.01) accurately reflects information set forth 2.03(b), shall be deposited by the Company in the Mortgage File. It is herein acknowledged that, in conducting such review, Certificate Account pursuant to Section 3.02(d) on the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver Business Day prior to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Filesapplicable Distribution Date and, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Company the related Mortgage File and shall execute and deliver or cause to be executed and delivered such instruments of a breach of any of the representations and warranties made by the Seller transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Purchase Agreement in respect of Company any Mortgage Loan released pursuant hereto. It is understood and agreed that materially adversely affects such the obligation of the Company to repurchase or replace any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the interests Trustee on behalf of Certificateholders. Upon receipt by the Trustee of the related Certificateholders Mortgage Note with respect to a Designated Loan that is not defective in such Mortgage Loanaccordance with the fifth sentence of the preceding paragraph, the party discovering such breach related Lost Note Affidavit delivered pursuant to Section 2.01 shall give prompt written notice to the other parties to this Agreement. The Depositor be void and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor shall return it to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCompany.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and the further review provided for in this Section 2.02, and further subject to the review described below and any exceptions noted on the any exception report described in prepared by the next paragraph belowTrustee or such Custodian and attached hereto as Schedule II, of the documents referred to specified in Section 2.01 above clauses (1), (2), (3), (9) and (12) of the definition of "Mortgage File", of a fully executed original counterpart of each Mortgage Loan Purchase Agreement and of all other assets included in the definition REMIC I and delivered to it, in good faith and without notice of “Trust Fund” any adverse claim, and declares that, in that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it be delivered by the Mortgage Loan Sellers constituting a the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit . (b) Within 60 days of the CertificateholdersClosing Date, to the Trustee or a Custodian on its behalf shall review each of the Mortgage File Loan documents delivered or caused to it and be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review, the Trustee shall certify in writing to certify and deliver to each of the Depositor, the Seller Master Servicer, the Special Servicer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) Mortgage Loan Seller that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the any exception report annexed thereto as not being covered by such certification), (i) all documents required specified in clauses (1), (2), (3), (9) and (12) of the definition of "Mortgage File" are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with Section 2.01(b) and (ii) all documents delivered or caused to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents by the related Mortgage Loan Seller constituting the 61 related Mortgage File have been reviewed by it or by a Custodian on its behalf and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan. (iiic) based The Trustee or a Custodian on its examination and only as to the foregoing, the information set forth in behalf shall review each of the Mortgage Loan Schedule that corresponds documents received thereby subsequent to items (i)the Closing Date; and, (ii)on or about the first anniversary of the Closing Date, (iii)the Trustee shall certify in writing to each of the Depositor, (xiii)the Master Servicer, (xiv) the Special Servicer, the Majority Certificateholder of the Controlling Class and (xviii) of each Mortgage Loan Seller that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation Event has occurred) and except as specifically identified in any exception report annexed to such certification), (i) all documents specified in clauses (1), (2), (9) and (12) of the extent definition of "Mortgage File" are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with Section 2.01(b), (ii) it or a Custodian on its behalf has received either a recorded original of each of the assignments specified in clauses (3) and, insofar as an unrecorded original thereof had been delivered or caused to be delivered by the related Mortgage Loan Seller, (5) of the definition of "Mortgage File" or a copy of such items recorded original certified by the applicable public recording office to be true and complete and (iii) all Mortgage Loan documents received by it or any Custodian have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan. (d) It is acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses (4) - (8), (10), (11), (13), (14) and (15) of the definition of "Mortgage File" exist or are required to be delivered to it as part of by the Depositor, any Mortgage Files pursuant to Section 2.01Loan Seller or any other Person or (ii) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that they the same are genuine, enforceable, in recordable form or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. . (e) If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to aboveat any time thereafter, the Trustee or any Custodian finds (or, if at any time, any other party hereto finds) any document or documents constituting a part of a Mortgage File to be missing or have not conforming been properly executed or, subject to Section 2.01(b), to have not been delivered, to contain information that does not conform in any material respect with the requirements corresponding information set forth hereinin the Mortgage Loan Schedule, at or to be defective on its face (each, a "Defect" in the conclusion of its review related Mortgage File) the Trustee (or the Custodian as its designated agentsuch other party) shall promptly so notify each of the other parties hereto and the related Mortgage Loan Seller. If and when notified of any error in the Mortgage Loan Schedule, the Depositor shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the Master Servicer. In additionother parties hereto, upon the discovery by the Seller or the Depositor (or and upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the corrected Mortgage Loan Purchase Agreement in respect of any Schedule so identified, such new, corrected Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor Schedule shall be deemed to have granted amend and does hereby grant to replace the Trustee a first priority perfected security interest in existing Mortgage Loan Schedule for all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawpurposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as Custodian hereunder and acknowledges the receiptduly appointed agent of the Trustee) of the Policy and, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of “"Trust Fund” " under clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution Account) and declares thatthat it, in or such Custodian as its capacity as Custodianagent, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee further agrees, for the benefit of the Certificateholders, to review (or cause a Custodian on its behalf to review) each Mortgage File delivered to it on or before the Closing Date and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after C-1 (or cause the Closing Date (or, with respect Custodian to any document delivered after certify in the Startup Day, within 45 days form of receipt and with respect the Initial Certification attached to any Qualified Substitute Mortgage, within five Business Days after the assignment thereofCustodial Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant Section 2.01 of to this Agreement are in its possession, (ii) such documents have been reviewed by it or such Custodian and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), ) through (iii), (xiiivi), (xivx)(A), (xi), (xv), (xviii) and (xviiixx) through (xxiii) of the definition of "Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is or such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that whether they are genuine, enforceable, or appropriate for the represented purpose or that whether they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Master Servicer and the Seller Certificate Insurer a final certification in the form annexed hereto as Exhibit G-3 C-2 (or shall cause the Custodian to deliver to the Trustee, the Depositor, the Master Servicer and the Certificate Insurer a final certification in the form attached to the Custodial Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee or any Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or a Custodian on behalf of the Custodian as its designated agentTrustee) shall promptly so notify the SellerDepositor, the Depositor Master Servicer and the Master ServicerCertificate Insurer. In addition, upon the discovery by the Seller Depositor, the Master Servicer or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by either the Originator or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementand the Certificate Insurer. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute (or a sale Custodian on behalf of the Mortgage LoansTrustee) shall, at the related Mortgage Notes written request and the related documents, conveying good title thereto free and clear expense of any liens and encumbrancesCertificateholder, from the Depositor provide a written report to such Certificateholder of all Mortgage Files released to the Trustee in trust Master Servicer for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawservicing purposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as a Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as a Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review (or cause each Custodian to review) each Mortgage File delivered to it (or each such Custodian) and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, neither the Trustee is nor a Custodian on its behalf shall be under no any duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver (or cause each Custodian to deliver) to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the each Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee (or each Custodian on its behalf) shall execute and deliver to the Depositor on or prior to each Subsequent Transfer Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. The Trustee (or each Custodian on its behalf) shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it for the Subsequent Mortgage Loans and certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee and each Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 90 days after each Subsequent Transfer Date, the Trustee or each Custodian on behalf of the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 (or a substantially similar form) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01(b), the Trustee shall cause the related Custodian to list such as an exception in the Final Certification; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller or Originator, as applicable, shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02.

Acceptance by Trustee. The By its execution and delivery of this Agreement, the Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject assignment to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, it of the documents referred to Mortgage Loan in Section 2.01 above and all other assets included in the definition good faith without notice of “Trust Fund” adverse claims and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents all others delivered to it constituting a the Mortgage FileFile in trust, and that it holds or will hold all such assets and such other assets included in upon the definition of “Trust Fund” in trust conditions herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each the Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (orits execution and delivery of this Agreement, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect ascertain that all documents referred to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Section 2.01 above (other than any Mortgage Loan paid the documents referred to in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certificationclauses (viii), (ixix), (xx), (xxii), (xxiii) all and (xxiv) of Section 2.01) and any original recorded documents required referred to in the first sentence of this Section included in the delivery of a Mortgage File (other than those noted on a Trustee's exception report) have been received, have been executed, appear to be delivered what they purport to it pursuant Section 2.01 of this Agreement are in its possessionbe, purport to be recorded or filed (iias applicable) such documents have been reviewed by it and have not been mutilatedtorn, damaged mutilated or torn otherwise defaced, and that such documents relate to such the Mortgage Loan and (iii) based on its examination and only as Loan. The Trustee shall not be responsible for any loss, cost, damage or expense to the foregoing, Trust Fund resulting from any failure to receive any document constituting a portion of a Mortgage File noted on a Trustee's exception report or for any failure by the information set forth in Depositor to use its best efforts to deliver any such document. The Trustee shall have no responsibility for reviewing the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) File except as expressly provided above and (xviii) in Section 2.01 hereof. Without limiting the effect of the preceding sentence, in reviewing any Mortgage Loan Schedule (File pursuant to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to preceding paragraph or Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver have no responsibility for determining whether any document or opinion is valid and binding, whether the text of any deed, assignment or endorsement is in proper or in recordable form (except, if applicable, to determine if the Depositor and Trustee is the Seller grantee, assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction or is in form suitable for filing, whether a final certification blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine. The Trustee shall hold the Trustee Mortgage File in the form annexed hereto State of New York, and, except as Exhibit G-3 evidencing otherwise specifically provided in this Agreement, shall not remove such instruments from the completeness State of New York unless it receives an Opinion of Counsel (obtained and delivered at the expense of the Person requesting the removal of such instruments from the State of New York) that in the event the transfer of the Mortgage FilesLoans to the Trustee is deemed not to be a sale, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to aboveafter such removal, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee will possess a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawsuch instruments.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon Upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges will hold (i) the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, documents constituting a part of the documents referred Mortgage Files delivered to in Section 2.01 above it, (ii) the other REMIC I assets, (iii) the REMIC II assets and all other assets included in (iv) the definition of “Trust Fund” and declares thatREMIC III assets, in its capacity as Custodianeach case, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, and will hold the grantor trust assets for the use and benefit of present and future Class N Certificateholders. Upon execution and delivery of this Agreement in respect of the CertificateholdersInitial Certification, to review each and within 75 days after the execution and delivery of this Agreement in respect of the Final Certification, the Trustee shall examine the Mortgage File delivered to it Files in its possession, and to certify and shall deliver to the Depositor, the Seller Master Servicer, the Special Servicer and each Rating Agency an interim Seller a certification (the "INITIAL CERTIFICATION" and the "FINAL CERTIFICATION", respectively, in substantially the form attached hereto respective forms set forth as Exhibit G-2B-1 and Exhibit B-2 hereto) stating, within 90 days after (i) in the Closing Date (or, with respect to any document delivered after case of the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatInitial Certification, 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 Schedule, except as may be specified in the exception report annexed thereto as not being covered by such certification)schedule of exceptions to Mortgage File delivery attached thereto, that (A) all documents specified in clause (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement the definition of "Mortgage File" are in its possession, (iiB) such documents have been reviewed by it and have not been materially mutilated, damaged damaged, defaced, torn or torn otherwise physically altered, and such documents relate to such Mortgage Loan Loan, and (iiiC) based on its examination each Mortgage Note has been endorsed as provided in clause (i) of the definition of "Mortgage File"; and only (ii) in the case of the Final Certification, as to the foregoing, the information set forth each Mortgage Loan listed in the Mortgage Loan Schedule Schedule, except as may be certified in the schedule of exceptions to Mortgage File delivery attached thereto, that corresponds to items (W) all documents specified in clauses (i), (ii), (iii), (xiiiix), (xivxi), (xii) and (xviii) of the Mortgage Loan Schedule (to the extent such items it relates to the foregoing), (xiii) and (xvi) (to the extent it relates to the foregoing) are required to be in its possession, (X) all documents delivered to it or a Custodian as part of the related Mortgage Files pursuant File have been reviewed by it or such Custodian and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to Section 2.01such Mortgage Loan, (Y) accurately reflects information based on its examination and only as to the foregoing documents, the street address of the Mortgaged Property (but not the zip code) and the name of the Mortgagor set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the information contained in the documents in the Mortgage File and (Z) each Mortgage Note has been endorsed and each Mortgage has been assigned as provided in clauses (i) and (iii), respectively, of the definition of "Mortgage File." The Trustee shall deliver to the Master Servicer, the Special Servicer and each Seller (as to its respective Mortgage Loans only), the Operating Adviser and the Majority Certificateholder of the Controlling Class, a copy of such Final Certification. It is herein acknowledged that, in conducting such reviewWithin 180 days after the Cut-off Date, the Trustee is shall provide a confirmation to the Master Servicer, the Special Servicer and each Seller of receipt or non-receipt of recorded Assignments of Mortgage. In giving the certifications required above, the Trustee shall be under no obligation or duty or obligation to inspect, review or examine any such documents, instruments, certificates securities or other papers to determine that whether they or the signatures thereon are valid, legal, genuine, enforceable, in recordable form or appropriate for the their represented purpose or that they have actually been recorded purposes, or that they are other than what they purport to be on their face. No later than 180 days after , or to determine whether any Mortgage File should include any assumption agreement, modification agreement, consolidation agreement, extension agreement, Assignment of Lease, ground lease, UCC Financing Statement, guaranty, written assurance, substitution agreement or letter of credit; provided that to the Closing Dateextent the Depositor has notified the Trustee in writing that any particular documents are to be included in a particular Mortgage File, the Trustee shall deliver confirm that such documents are included in such Mortgage File. The Trustee or its authorized agents shall retain possession and custody of each Mortgage File in accordance with and subject to the Depositor terms and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements conditions set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts acknowledges its appointment as Custodian hereunder and acknowledges (or the receiptCustodian's) receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as that it (or the Custodian, it ) holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it (or the Custodian) holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii3), (xiii5), (xiv13) and (xviii26) (in the case of (26), only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or upon its notification by the Custodian as its designated agentCustodian) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee (or the Custodian on its behalf) further agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller Seller, any NIMS Insurer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is and the Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee (or the Custodian on its behalf) shall deliver to the Depositor Depositor, any NIMS Insurer and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the SellerCertificate Insurer, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee (or the Custodian on its behalf) shall execute and deliver to the Depositor on or prior to each Subsequent Transfer Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. The Trustee (or the Custodian on its behalf) shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it for the Subsequent Mortgage Loans and to certify and deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee and the Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 90 days after each Subsequent Transfer Date, the Trustee or the Custodian on behalf of the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 (or a substantially similar form) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01(b), the Trustee shall cause the Custodian to list such as an exception in the Final Certification; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller or Originator, as applicable, shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02. The Trustee is hereby authorized and directed by the Depositor to execute and deliver Transaction Axxxxxxx Xxxxxxxxxx 0000-00 to the Master Consulting Agreement with the Credit Risk Manager.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptCustodian's receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, it that the Custodian holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it the Custodian holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to Custodian shall review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and the Custodian shall certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii3), (xiii5), (xiv13) and (xviii26) (in the case of (26), only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Custodian is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee Custodian shall deliver to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects 55 such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute, deliver and perform its obligations under the Swap Agreement on the Closing Date and thereafter on behalf of the Supplemental Interest Trust for the benefit of the Holders of the Class A and Class M Certificates. The Seller, the Servicer, the Depositor and the Holders of the Class A and Class M Certificates by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Swap Agreement and shall do so solely in its capacity as Trustee of the Supplemental Interest Trust and not in its individual capacity. The Trustee is hereby directed to represent and warrant on behalf of the Supplemental Interest Trust to the Swap Counterparty under the Swap Agreement that the beneficial owner for United States federal income tax purposes of payments made under each of the Swap Agreements is either: (A) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes, or (B) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations for United States federal income tax purposes, and a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller Seller, any NIMS Insurer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to reviewed by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor Depositor, any NIMS Insurer and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Subject to the examination hereinafter provided, the Trustee hereby accepts its appointment as Custodian hereunder acknowledges receipt of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and acknowledges modification agreements, if any, the receipt, documents specified in Section 2.01(b)(2) (subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, permitted delayed delivery of the documents referred to in described in Section 2.01 above (c)(iv)), and all other assets included in the definition of “Trust Fund” Designated Loan Closing Documents, if any, delivered pursuant to Section 2.01, and declares that, in its capacity as Custodian, it that the Trustee holds and will hold such documents and the each other documents document delivered to it constituting a Mortgage Filepursuant to Section 2.01 in trust, and that it holds or will hold all such assets and such other assets included in upon the definition of “Trust Fund” in trust trusts herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 45 days after (i) the execution and to certify and deliver delivery of this Agreement, in the case of the Mortgage Notes, the assignments of the Mortgages to the DepositorTrustee, the Seller assumption and each Rating Agency an interim certification modification agreements, if any, the documents specified in substantially Section 2.01(b)(2) (subject to any permitted delayed delivery of the form attached hereto as Exhibit G-2documents described in Section 2.01(c)(iv)), within 90 days and the Designated Loan Closing Documents, if any, (ii) delivery to the Trustee after the Closing Date of the Mortgage Notes and the assumption and modification agreements, if any, with respect to each Designated Loan, and (oriii) delivery of the recorded Mortgages, title insurance policies, recorded intervening assignments of Mortgage, if any, and filed intervening UCC-3 financing statements, if any, with respect to any Cooperative Loan to ascertain that all required documents set forth in Section 2.01 have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit C hereto. In performing such examination, the Trustee may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the Trustee's examination of the Mortgage Files is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If in the course of such review the Trustee finds (1) that any document required to be delivered as aforesaid has not been delivered, or (2) any such document has been mutilated, defaced or physically altered without the borrower's authorization or approval, or (3) based upon its examination of such documents, the information with respect to any Mortgage Loan set forth on Exhibit C is not accurate, the Trustee shall promptly so notify the Company in writing, which shall have a period of 60 days after receipt of such notice to correct or cure any such defect. The Company hereby covenants and agrees that, if any such material defect cannot be corrected or cured, the Company will on a Distribution Date which is not later than the first Distribution Date which is more than ten days after the end of such 60-day period repurchase the related Mortgage Loan from the Trustee at the Purchase Price therefor or replace such Mortgage Loan pursuant to Section 2.03(b); provided, however, that if the defect (or breach pursuant to Section 2.03(a)) is one that, had it been discovered before the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in would have prevented the Mortgage Loan Schedule (other than any from being a "qualified mortgage" within the meaning of the REMIC Provisions, such defect or breach shall be cured, or the related Mortgage Loan paid in full shall be repurchased or replaced, on a Distribution Date which falls within 90 days of the date of discovery of such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or any Mortgage Loan specifically identified amount required in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 respect of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files a substitution pursuant to Section 2.01) accurately reflects information set forth 2.03(b), shall be deposited by the Company in the Mortgage File. It is herein acknowledged that, in conducting such review, Certificate Account pursuant to Section 3.02(d) on the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver Business Day prior to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Filesapplicable Distribution Date and, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Company the related Mortgage File and shall execute and deliver or cause to be executed and delivered such instruments of a breach of any of the representations and warranties made by the Seller transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Purchase Agreement in respect of Company any Mortgage Loan released pursuant hereto. It is understood and agreed that materially adversely affects such the obligation of the Company to repurchase or replace any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the interests Trustee on behalf of Certificateholders. Upon receipt by the Trustee of the related Certificateholders Mortgage Note with respect to a Designated Loan that is not defective in such Mortgage Loanaccordance with the fifth sentence of the preceding paragraph, the party discovering such breach related Lost Note Affidavit delivered pursuant to Section 2.01 shall give prompt written notice to the other parties to this Agreement. The Depositor be void and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor shall return it to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCompany.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clause (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair, for any present or future Companion Holder (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Class A-2FL Regular Interest and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and the further review provided for in this Section 2.02, and further subject to the review described below and any exceptions noted on the any exception report described in prepared by the next paragraph belowTrustee or such Custodian and attached hereto as Schedule II, of the documents referred to specified in Section 2.01 above clauses (1), (2), (3), (9) and (12) of the definition of "Mortgage File", of a fully executed original counterpart of each Mortgage Loan Purchase Agreement and of all other assets included in the definition REMIC I and delivered to it, in good faith and without notice of “Trust Fund” any adverse claim, and declares that, in that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it be delivered by the Mortgage Loan Sellers constituting a the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit . (b) Within 60 days of the CertificateholdersClosing Date, to the Trustee or a Custodian on its behalf shall review each of the Mortgage File Loan documents delivered or caused to it and be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review, the Trustee shall certify in writing to certify and deliver to each of the Depositor, the Seller Master Servicer, the Special Servicer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) Mortgage Loan Seller that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the any exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 specified in clauses (1), (2), (3), (9) and (12) of this Agreement the definition of "Mortgage File" are in its possessionpossession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with Section 2.01(b), (ii) such all documents delivered or caused to be delivered by the related Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it or by a Custodian on its behalf and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan Loan, and (iii) based on its such examination and only as to the foregoingforegoing documents, the information set forth in the Mortgage Loan Schedule that corresponds with respect to the items specified in clauses (i), (ii), (iiiiii)(B), (xiiiiv), (xivvii) and (xviiiix) of the definition of "Mortgage Loan Schedule", is correct. (c) The Trustee or a Custodian on its behalf shall review each of the Mortgage Loan documents received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan Seller that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation Event has occurred) and except as specifically identified in any exception report annexed to such certification), (i) all documents specified in clauses (1), (2), (9) and (12) of the extent such items definition of "Mortgage File" are required in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with Section 2.01(b), (ii) it or a Custodian on its behalf has received either a recorded original of each of the assignments specified in clauses (3) and, insofar as an unrecorded original thereof had been delivered or E-107 caused to be delivered to it as part by the related Mortgage Loan Seller, (5) of the definition of "Mortgage Files pursuant File" or a copy of such recorded original certified by the applicable public recording office to Section 2.01be true and complete, (iii) accurately reflects all Mortgage Loan documents received by it or any Custodian have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage File. Loan Schedule with respect to the items specified in clauses (i), (ii), (iii)(B), (iv), (vii) and (ix) of the definition of "Mortgage Loan Schedule", is correct. (d) It is herein acknowledged that, in conducting such review, that neither the Trustee nor any Custodian is under no any duty or obligation (i) to determine whether any of the documents specified in clauses (4) - (8), (10), (11) and (13) of the definition of "Mortgage File" exist or are required to be delivered by the Depositor, any Mortgage Loan Seller or any other Person or (ii) to inspect, review or examine any such of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that they the same are genuine, enforceable, in recordable form or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. . (e) If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to aboveat any time thereafter, the Trustee or any Custodian finds (or, if at any time, any other party hereto finds) any document or documents constituting a part of a Mortgage File to be missing or have not conforming been properly executed or, subject to Section 2.01(b), to have not been delivered, to contain information that does not conform in any material respect with the requirements corresponding information set forth hereinin the Mortgage Loan Schedule, at or to be defective on its face (each, a "Defect" in the conclusion of its review related Mortgage File) the Trustee (or the Custodian as its designated agentsuch other party) shall promptly so notify each of the other parties hereto and the related Mortgage Loan Seller. If and when notified of any error in the Mortgage Loan Schedule, the Depositor shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the Master Servicer. In additionother parties hereto, upon the discovery by the Seller or the Depositor (or and upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the corrected Mortgage Loan Purchase Agreement in respect of any Schedule so identified, such new, corrected Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor Schedule shall be deemed to have granted amend and does hereby grant to replace the Trustee a first priority perfected security interest in existing Mortgage Loan Schedule for all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawpurposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee or the Custodian on behalf of the Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is and the Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee or the Custodian on hehalf of the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clauses (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Serviced Whole Loan, for any present or future Companion Holder (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Class A-MFL Regular Interest and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges receipt of the receiptPolicy and, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of “"Trust Fund” " under clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution Account) and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee further agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 45 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 45 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and appear to relate to such Mortgage Loan and Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Master Servicer and the Seller Certificate Insurer a final certification in the form annexed hereto as Exhibit G-3 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerDepositor, the Depositor Master Servicer and the Master ServicerCertificate Insurer. In addition, upon the discovery by the Seller Depositor or the Depositor Master Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCertificate Insurer.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clauses (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate of the related Mortgage Loan Seller or the Master Servicer as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Whole Loan, for any present or future Companion Holder, (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Loan REMIC Regular Interests and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Trustee hereby accepts Trustee, agrees to acknowledge (i) receipt by the Custodian on its appointment as Custodian hereunder and acknowledges behalf on the receiptClosing Date, in good faith without notice of adverse claims, subject to the provisions of Section 2.01 Sections 2.02 and subject 2.04 hereof and to the review described below and any exceptions noted on the exception report described Custodian's certification in the next paragraph belowform annexed hereto as Exhibit E-1 to be delivered to the Seller, the Depositor, the Servicer, the Trustee and the Certificate Insurer on the Closing Date, of (x) the documents referred to in Section 2.01 2.04(a)(i), (ii), (iii) and (iv) above (except that the documents referred to in Sections 2.04(a)(i) and (iii) may be endorsed or assigned in blank upon receipt) with respect to the Mortgage Loans listed on the Mortgage Loan Schedule to be delivered to the Custodian on the Closing Date, and (y) the Certificate Account and the amounts on deposit therein and (ii) the assignment to the Trustee of all the other assets included in clauses (i) and (iii) of the definition of “"Trust Fund” " herein, and the Trustee declares that, in its capacity as Custodian, it holds and that the Custodian will hold such documents and the such other documents constituting the Mortgage Files as are delivered to it constituting a Mortgage Fileit, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " as are delivered to it, on the Trustee's behalf, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, If the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, has not delivered all required documentation with respect to any document delivered after Mortgage Loan within the Startup Daytime periods specified in this Agreement (as such may have been extended pursuant to Section 2.04(b) hereof), within 45 days of receipt and the Seller shall be required to take action with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan as and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to provided in Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.06 hereof.

Acceptance by Trustee. (a) The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges receipt of the receiptPolicy and, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of “"Trust Fund” " (to the extent of amounts deposited into the Collection Account) and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. Certificateholders and the Certificate Insurer. (b) The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 30 days after the Closing Date and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan which has been certified as having been paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant Section 2.01 of to this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1) through (3), (ii6), (iii9)(A), (xiii10), (xiv13) and (xviii16) of the definition of "Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after , or (ii) to determine whether any Mortgage File should include any of the Closing Date, documents specified in clause (v) of Section 2.01. (c) Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller Certificate Insurer a final certification in the form annexed hereto as Exhibit G-3 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, . (d) If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerDepositor, the Depositor Servicer and the Master ServicerCertificate Insurer. In addition, upon the discovery by the Seller Depositor, the Servicer or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan related Unaffiliated Seller's Agreement or by the Originator in the Purchase and Assignment Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCertificate Insurer.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares thatthat it, in or the Custodian on its capacity as Custodianbehalf, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further Custodian agrees, for the benefit of the Certificateholders, to review pursuant to Section 2.01 each Mortgage File delivered to it and to certify and deliver on or prior to the DepositorClosing Date, the Seller and with respect to each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 45 days after the assignment thereof). The Custodian further agrees, for the benefit of the Certificateholders, to certify to the Depositor, the Servicer and the Trustee in substantially the form attached hereto as Exhibit F-1, within 45 days after the Closing Date, with respect to each Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items item (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Custodian is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 The Custodian will deliver to the Servicer a report of all missing or deficient documents, as referenced in Section 2.01, to Servicer within 45 days after of closing and monthly thereafter, or until all such deficiencies are cleared. Prior to the Closing Datefirst anniversary date of this Agreement, the Trustee Custodian shall deliver to the Depositor Depositor, the Servicer and the Seller Trustee a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerOriginator, the Depositor Depositor, the Trustee and the Master Servicer. In addition, upon the discovery by the Seller Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this AgreementAgreement and the Originator. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts acknowledges its appointment as Custodian hereunder and acknowledges acceptance, on behalf of the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph belowTrust, of all right, title and interest previously held by the documents referred Seller in and to (i) the Receivables now existing and hereafter created and arising in Section 2.01 above connection with the Accounts and all other assets included in connection with any accounts that meet the definition of “Automatic Additional Accounts (other than Receivables in Additional Accounts), (ii) all monies due or to become due with respect thereto (including all Finance Charge Receivables), (iii) all proceeds of such Receivables, (iv) Recoveries allocable to the Trust Fund” pursuant to subsection 2.5(l) and (v) ----------------- Interchange allocable to the Trust pursuant to subsection 2.5(k) and the ----------------- proceeds thereof, and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all shall maintain such assets right, title and such other assets included in interest, upon the definition of “Trust Fund” in trust herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesacknowledges that, for prior to or simultaneously with the benefit execution and delivery of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositorthis Agreement, the Seller and each Rating Agency an interim certification delivered to the Trustee the computer file or microfiche list described in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date third paragraph of Section 2.1. ----------- (or, with respect b) The Trustee hereby agrees not to disclose to any document delivered after Person any of the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed account numbers or other information contained in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full computer files, microfiche lists or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be notices delivered to it the Trustee by the Seller pursuant Section 2.01 to Sections -------- 2.1, 2.6, 2.7 and 3.4(c) (the "Account Information") except as is required in --- --- ------ ------------------- connection with the performance of this Agreement are its duties hereunder or in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to enforcing the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) rights of the Mortgage Loan Schedule (Certificateholders or to the extent such items are required to be delivered to it as part of the Mortgage Files a Successor Servicer appointed pursuant to Section 2.01) accurately reflects information set forth 10.2 and except as otherwise provided in this subsection 2.2(b). The ------------ ----------------- Trustee agrees to take such measures as shall be reasonably requested by the Mortgage File. It is herein acknowledged thatSeller to protect and maintain the security and confidentiality of such information, and, in conducting such reviewconnection therewith, shall allow the Seller to inspect the Trustee's security and confidentiality arrangements from time to time during normal business hours. In the event that the Trustee is under no duty or obligation required by law to inspect, review or examine disclose any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing DateAccount Information, the Trustee shall deliver to the Depositor and provide the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness with prompt written notice, unless such notice is prohibited by law, of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making such request or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by requirement so that the Seller may request a protective order or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositorappropriate remedy. In the event that such conveyance protective order or other remedy is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to not obtained the Trustee a first priority perfected security interest may disclose such information and will exercise its reasonable best efforts to obtain assurance that confidential treatment will be afforded such information. The Trustee shall use its reasonable best efforts to provide the Seller with written notice five days prior to any disclosure permitted by this subsection 2.2(b). ----------------- (c) The Trustee shall have no power to create, assume or incur indebtedness or other liabilities in all the name of the Depositor’s right, title and interest Trust other than as contemplated in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawAgreement.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage Loan File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee further agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, to review, or that it has reviewed pursuant to Section 2.01 (or to cause the Custodian to review or that it has caused the Custodian to have reviewed) each Mortgage Loan File delivered to it and to certify and deliver on or prior to the DepositorClosing Date, the Seller and with respect to each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date Initial Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute MortgageLoan, within five Business Days 45 days after the assignment thereof). The Trustee further agrees, for the benefit of the Certificateholders, to certify in substantially the form attached hereto as Exhibit F-1, within 45 days after the Closing Date, with respect to each Initial Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Loan, within 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to ato the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv1) and (xviii2) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage Loan File. Such certification of the Trustee shall be delivered to the Depositor and the Master Servicer. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor Depositor, the Certificate Insurer and the Seller Master Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Loan Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Loan Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage Loan File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor Depositor, the Certificate Insurer and the Master Servicer. In addition, upon the discovery by the Seller Depositor, the Master Servicer or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects the value of such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, to the Certificate Insurer and to the Seller. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Debt Instruments and the other related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or is deemed to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Debt Instruments and the other related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesreviewed, for the benefit of the Certificateholders, to review each Mortgage File delivered prior to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and will certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii3), (xiii), (xiv10) and (xviii23) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller NIMS Insurer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Seller, the Depositor, the NIMS Insurer, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee Trustee, by the execution and delivery of this Agreement, hereby accepts certifies receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and the further review provided for in this Section 2.02, and further subject to the review described below and any exceptions noted on the any exception report described in prepared by the next paragraph belowTrustee or such Custodian and attached hereto as Exhibit L-1, of the documents referred specified in clauses (1), (2), (9), (13) and (18) (other than the related transfer documents) of the definition of "Mortgage File" with respect to in Section 2.01 above each Mortgage Loan, of a fully executed original counterpart of each Mortgage Loan Purchase Agreement and the Supplemental Agreement, if applicable, and of all other assets included in the definition REMIC I and delivered to it, in good faith and without notice of “Trust Fund” any adverse claim, and declares that, in that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it be delivered by the Mortgage Loan Sellers constituting a the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders; provided that the Trustee's certification with respect to the John Hancock Tower Mortgage Loan and the Boulevard Mall Mortgage Xxxx xxxxx xnly include documents specified in clause (1) of the definition of Mortgage File. The In connection with the foregoing, the Trustee further agreeshereby certifies, subject to any exceptions noted on any exception report prepared by the Trustee or the Custodian and attached hereto as Exhibit L-1, as to each Mortgage Note, that it (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan. To the extent that documents in the Mortgage File for the Serviced Whole Loans relate to any Serviced Companion Loan(s), as applicable, the Trustee shall also hold such documents in such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holders. Further, the Trustee hereby certifies to each of the Depositor, the Master Servicer, the Special Servicer and each Mortgage Loan Seller that except as identified in the exception report, which is attached hereto as Exhibit L-1, without regard to the proviso in the definition of "Mortgage File", each of the original executed Mortgage Notes and endorsements as described in clause (1) of the definition of Mortgage File and the documents or instruments referred to in clauses (2), (9), (13) and (18) (solely with respect to letters of credit and not the related transfer documents) of the definition of Mortgage File are in its possession; provided that with respect to clause (13) of the definition of Mortgage File, the Trustee certification shall relate only to copies of Ground Leases if any, and, with respect to clause (18) of the definition of Mortgage File, the Trustee's certification shall relate only to copies of any letter of credit and transfer documents, if any. With respect to the schedule of exceptions described in the preceding sentence, within fifteen (15) Business Days of the Closing Date, with respect to the documents specified in clauses (2), (9), (13) and (18) (solely with respect to letters of credit and not the related transfer documents) of the definition of Mortgage File, the related Mortgage Loan Seller shall cure any exception listed therein (for the avoidance of doubt, any deficiencies with respect to the documents specified in clause (2) resulting solely from a delay in the return of the related documents from the applicable recording office or loss of such documents, shall be cured in the time and manner described in Section 2.01(b)). If such exception is not so cured, the related Mortgage Loan Seller shall either (x) repurchase the related Mortgage Loan, (y) with respect to exceptions relating to clause (18) of the definition of "Mortgage File", deposit with the Master Servicer an amount, to be held in a Special Reserve Account, equal to the amount of the undelivered letter of credit (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer, with a copy to the Trustee, a letter of credit for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based Master Servicer on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) behalf of the Mortgage Loan Schedule (to Trustee and upon the extent such items are required to be delivered to it same terms and conditions as part the undelivered letter of credit) which the Master Servicer on behalf of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty may use (or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparingdraw upon, as the case may be) under the same circumstances and conditions as the Master Servicer would have been entitled to draw on the undelivered letter of credit, the certifications referred or (z) with respect to aboveany exceptions relating to clauses (2) and (9), deposit with the Trustee finds any document or documents constituting a part of a Mortgage File an amount, to be missing held in trust in a Special Reserve Account, equal to 25% of the Stated Principal Balance of the related Mortgage Loan. Any funds or not conforming letter of credit deposited pursuant to clauses (y) and (z) shall be held pursuant to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect by the Trustee or the Master Servicer, as applicable, until the earlier of any (i) the date on which the Master Servicer certifies to the Trustee and the Majority Certificateholder of the Controlling Class that such exception has been cured (or the Trustee certifies the same to the Majority Certificateholder of the Controlling Class), at which time such funds or letter of credit, as applicable, shall be returned to the related Mortgage Loan Seller and (ii) thirty (30) Business Days after the Closing Date; provided, however, that materially adversely affects if such exception is not cured within such thirty (30) Business Days, (A) in the case of clause (y), the Master Servicer shall retain the funds or the letter of credit on deposit in the related Special Reserve Account until such exception is cured or the Mortgage Loan is repurchased, or (B) in the interests case of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loansclause (z), the related Mortgage Notes Loan Seller shall repurchase the related Mortgage Loan in accordance with the terms and conditions of Section 2.03 or the related Mortgage Loan Purchase Agreement, at which time such funds shall be applied to the Purchase Price of the related Mortgage Loan. Any funds or letter of credit deposited pursuant to clauses (y) or (z) shall be treated as an "outside reserve fund" for purposes of the REMIC Provisions, and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor Mortgage Loan Seller shall be deemed treated as the beneficial owner thereof (and any amounts reimbursed by REMIC I or REMIC II) and shall be taxed on any reinvestment income with respect to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawsuch funds.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges receipt of the receiptPolicy and, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of “"Trust Fund” " under clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution Account) and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 30 days after the Closing Date and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant Section 2.01 of to this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), ) through (iii), (xiiivi), (x)(A), (xi), (xiv), (xvi), (xvii), (xix) through (xxii) and (xviiixxiv) of the definition of "Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Master Servicer and the Seller Certificate Insurer a final certification in the form annexed hereto as Exhibit G-3 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerDepositor, the Depositor Master Servicer and the Master ServicerCertificate Insurer. In addition, upon the discovery by the Seller Depositor, the Master Servicer or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Mortgage Loan Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementand the Certificate Insurer. The Depositor Trustee shall, at the written request and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear expense of any liens and encumbrancesCertificateholder, from the Depositor provide a written report to such Certificateholder of all Mortgage Files released to the Trustee in trust Master Servicer for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawservicing purposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as a Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as a Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee (or a Custodian on its behalf) further agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller Seller, any NIMS Insurer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is and a Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee (or a Custodian on its behalf) shall deliver to the Depositor Depositor, any NIMS Insurer and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the a Custodian as its designated agent) shall promptly notify the SellerCertificate Insurer, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee (or a Custodian on its behalf) shall execute and deliver to the Depositor on or prior to each Subsequent Transfer Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. The Trustee (or a Custodian on its behalf) shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it for the Subsequent Mortgage Loans and to certify and deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee and a Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 90 days after each Subsequent Transfer Date, the Trustee or a Custodian on behalf of the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 (or a substantially similar form) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the related Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01(b), the Trustee shall cause the related Custodian to list such as an exception in the Final Certification; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller or Originator, as applicable, shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clause (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by the third to the last sentence of Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair, for any present or future Companion Holder (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it Trustee as holder of the Class A-JFL Regular Interest and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date Date, with respect to each Mortgage Loan (or, with respect to any document delivered after the Startup Day, Day within 45 60 days of receipt and with respect to any Qualified Eligible Substitute MortgageMortgage Loan, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii), (xiii), (xiv10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller NIMS Insurer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Seller, the Depositor, the NIMS Insurer, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties parties. Notwithstanding the foregoing, any breach of a Deemed Material and Adverse Representation with respect to this Agreementa Group 1 Mortgage Loan or Group 2 Mortgage Loan shall automatically be deemed to materially and adversely affect such Mortgage Loan or the interest of the related Certificateholders therein. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Subject to the examination hereinafter provided, the Trustee hereby accepts its appointment as Custodian hereunder acknowledges receipt of the Mortgage Notes, the assignments of the Mortgages to the Trustee, the assumption and acknowledges modification agreements, if any, the receipt, documents specified in Section 2.01(b)(2) (subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, permitted delayed delivery of the documents referred to described in Section 2.01 above 2.01(c)(iv)), and all other assets included in the definition of “Trust Fund” Designated Loan Closing Documents, if any, delivered pursuant to Section 2.01, and declares that, in its capacity as Custodian, it that the Trustee holds and will hold such documents and the each other documents document delivered to it constituting a Mortgage Filepursuant to Section 2.01 in trust, and that it holds or will hold all such assets and such other assets included in upon the definition of “Trust Fund” in trust trusts herein set forth, for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 45 days after (i) the execution and to certify and deliver delivery of this Agreement, in the case of the Mortgage Notes, the assignments of the Mortgages to the DepositorTrustee, the Seller assumption and each Rating Agency an interim certification modification agreements, if any, the documents specified in substantially Section 2.01(b)(2) (subject to any permitted delayed delivery of the form attached hereto as Exhibit G-2documents described in Section 2.01(c)(iv)), within 90 days and the Designated Loan Closing Documents, if any, (ii) delivery to the Trustee after the Closing Date of the Mortgage Notes and the assumption and modification agreements, if any, with respect to each Designated Loan, and (oriii) delivery of the recorded Mortgages, title insurance policies, recorded intervening assignments of Mortgage, if any, and filed intervening UCC-3 financing statements, if any, with respect to any Cooperative Loan to ascertain that all required documents set forth in Section 2.01 have been executed, received and recorded, if applicable, and that such documents relate to the Mortgage Loans identified in Exhibit C hereto. In performing such examination, the Trustee may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the Trustee's examination of the Mortgage Files is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in Exhibit C to this Agreement. If in the course of such review the Trustee finds (1) that any document required to be delivered as aforesaid has not been delivered, or (2) any such document has been mutilated, defaced or physically altered without the borrower's authorization or approval, or (3) based upon its examination of such documents, the information with respect to any Mortgage Loan set forth on Exhibit C is not accurate, the Trustee shall promptly so notify the Mortgage Loan Seller in writing, which shall have a period of 60 days after receipt of such notice to correct or cure any such defect. The Mortgage Loan Seller hereby covenants and agrees that, if any such material defect cannot be corrected or cured, the Mortgage Loan Seller will on a Distribution Date which is not later than the first Distribution Date which is more than ten days after the end of such 60-day period repurchase the related Mortgage Loan from the Trustee at the Purchase Price therefor or replace such Mortgage Loan pursuant to Section 2.03(b); provided, however, that if the defect (or breach pursuant to Section 2.03(a)) is one that, had it been discovered before the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in would have prevented the Mortgage Loan Schedule (other than any from being a "qualified mortgage" within the meaning of the REMIC Provisions, such defect or breach shall be cured, or the related Mortgage Loan paid in full shall be repurchased or replaced, on a Distribution Date which falls within 90 days of the date of discovery of such defect or breach. The Purchase Price for the repurchased Mortgage Loan, or any Mortgage Loan specifically identified amount required in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 respect of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files a substitution pursuant to Section 2.01) accurately reflects information set forth 2.03(b), shall be deposited by the Company in the Mortgage File. It is herein acknowledged that, in conducting such review, Certificate Account pursuant to Section 3.02(d) on the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver Business Day prior to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Filesapplicable Distribution Date and, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Mortgage Loan Seller the related Mortgage File and shall execute and deliver or cause to be executed and delivered such instruments of a breach of any of the representations and warranties made by the Seller transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Purchase Agreement in respect of seller any Mortgage Loan released pursuant hereto. It is understood and agreed that materially adversely affects such the obligation of the Mortgage Loan Seller to repurchase or replace any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the interests Trustee on behalf of Certificateholders. Upon receipt by the Trustee of the related Certificateholders Mortgage Note with respect to a Designated Loan that is not defective in such Mortgage Loanaccordance with the fifth sentence of the preceding paragraph, the party discovering such breach related Lost Note Affidavit delivered pursuant to Section 2.01 shall give prompt written notice to the other parties to this Agreement. The Depositor be void and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor shall return it to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clause (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair, for any present or future Companion Holder (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to Trustee as holder of the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Trustee hereby accepts acknowledges its appointment as Custodian hereunder and acknowledges (or the receiptCustodian’s) receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as that it (or the Custodian, it ) holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it (or the Custodian) holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii3), (xiii5), (xiv13) and (xviii26) (in the case of (26), only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or upon its notification by the Custodian as its designated agentCustodian) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties parties. Back to this Agreement. Contents The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates. The Seller, the Servicer, the Depositor and the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. The Trustee is hereby directed to represent and warrant to the Cap Contract Provider under the Cap Contract that the beneficial owner for United States federal income tax purposes of payments made under the Cap Contract is either: (A) a “U.S. person” (as that term is used in section 1.1441-4(a) (3) (ii) of United States Treasury Regulations (the “Regulations”) ) for United States federal income tax purposes, or (B) a “non-U.S. branch of a foreign person” as that term is used in section 1.1441-4(a) (3) (ii) of the Regulations for United States federal income tax purposes, and a “foreign person” as that term is used in section 1.6041-4(a) (4) of the Regulations for United States federal income tax purposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees(or the Custodian on its behalf) shall, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to and reviewed by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian on its behalf) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as on its designated agentbehalf) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby authorized and directed by the Depositor to execute and deliver Transaction Xxxxxxxx Xxxxxxxxxx 0000-00 to the Master Consulting Agreement with the Credit Risk Manager.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii6), (xiv7), (8), (10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Seller Master Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Seller, the Depositor, the Trustee or the Depositor Master Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute and deliver, on behalf of the Trust, the Assignment, Assumption and Recognition Agreement, dated August 20, 2003, among the Depositor, the Seller, the Trustee and the Originator.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller Seller, any NIMS Insurer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to reviewed by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and Depositor, any NIMS Insurer, the Seller and each Rating Agency a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee (or the Custodian, on behalf of the Trustee) shall execute and deliver to the Depositor on or prior to each Subsequent Transfer Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. The Trustee (or the Custodian on behalf of the Trustee) shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it for the Subsequent Mortgage Loans and to certify and deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee and the Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 90 days after each Subsequent Transfer Date, the Trustee or the Custodian on behalf of the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 (or a substantially similar form) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01(b), the Trustee shall cause the Custodian to list such as an exception in the Final Certification; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller or Originator, as applicable, shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares thatthat it, in or the Custodian on its capacity as Custodianbehalf, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further Custodian agrees, for the benefit of the Certificateholders, to review pursuant to Section 2.01 each Mortgage File delivered to it and to certify and deliver on or prior to the DepositorClosing Date, the Seller and with respect to each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 45 days after the assignment thereof). The Custodian further agrees, for the benefit of the Certificateholders, to certify to the Depositor, the Servicer and the Trustee in substantially the form attached hereto as Exhibit F-1, within 45 days after the Closing Date, with respect to each Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items item (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Custodian is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Datefirst anniversary date of this Agreement, the Trustee Custodian shall deliver to the Depositor Depositor, the Servicer and the Seller Trustee a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerOriginator, the Depositor Depositor, the Trustee and the Master Servicer. In addition, upon the discovery by the Seller Originator, the Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller Originator in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges receipt of the receiptPolicy and, subject to the provisions of Section 2.01 2.03 and subject to the review described in the next paragraph below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 2.03 (other than such documents described in Section 2.03(a)(v)) above and all other assets included in the definition of “"Trust Fund” " (to the extent of amounts deposited into the Collection Account, the Redemption Account and the Pre-Funding Account) and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered and to be delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. Certificateholders and the Certificate Insurer. (b) The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered relating to it the Initial Mortgage Loans and the Additional Mortgage Loans within 30 days after the Closing Date, and to review each Mortgage File relating to each Pre-Funded Mortgage Loan within 90 days of the Pre-Funded Loan Transfer Date for such Pre-Funded Mortgage Loan, and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan which has been certified as having been paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File required to be delivered to it pursuant Section 2.01 of to this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1) through (3), (ii6), (iii9)(A), (xiii10), (xiv13) and (xviii16) of the definition of "Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after , or (ii) to determine whether any Mortgage File should include any of the Closing Date, documents specified in clause (v) of Section 2.03(a). (c) Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller Certificate Insurer a final certification in the form annexed hereto as Exhibit G-3 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, . (d) If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerDepositor, the Depositor Servicer and the Master ServicerCertificate Insurer. In addition, upon the discovery by the Seller Depositor, the Servicer or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan related Unaffiliated Seller's Agreement or by the Originator in the Purchase and Assignment Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawCertificate Insurer.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges (i) receipt by it on the receiptClosing Date, in good faith without notice of adverse claims, subject to the provisions of Section 2.01 Sections 2.02 and subject 2.04 and to the review described below and any exceptions noted on the exception report described Trustee's certification in the next paragraph belowform annexed hereto as Exhibit F-1 delivered to Cityscape, the Depositor and the Servicer on the Closing Date, of (x) the documents referred to in Section 2.01 2.04(a)(i), (ii), (iii) and (iv) above (except that such documents may be endorsed in blank upon receipt) with respect to the Mortgage Loans listed on the Mortgage Loan Schedule delivered to the Trustee on the Closing Date and (y) the Certificate Account, the Capitalized Interest Account and the Pre-Funding Account (and, in each case, the amounts on deposit therein) and (ii) and acknowledges the assignment to it of all the other assets included in clauses (i) and (iii) of the definition of “"Trust Fund” Estate," and the Trustee declares that, in its capacity as Custodian, that it holds and will hold such documents and the such other documents constituting the Mortgage Files as are delivered to it constituting a Mortgage Fileit, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” Estate" as are delivered to it, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit Within 10 Business Days of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to Cityscape, the Depositor and the Seller Servicer a final certification Final Certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage FilesF-2, with any applicable exceptions noted thereon. IfAfter the delivery of the final certification, the Trustee shall provide to the Servicer, Cityscape and the Depositor, no less frequently than quarterly, updated certifications, a form of which is attached hereto as Exhibit F-3, indicating the then current status of exceptions until all such exceptions have been eliminated. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, preparing the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming defective in any material respect, or at the end of any 360-day period (or any later period approved as provided in Section 2.04(b), notice of which approval has been provided to the requirements set forth hereinTrustee in writing (if such approval is made by a Rating Agency)) referenced above finds that all recorded Assignments and all original Mortgages or certified copies thereof have not been delivered to it, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerCityscape, the Depositor Depositor, the Rating Agencies and the Master Servicer. In performing any such review, the Trustee may conclusively rely on Cityscape as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the items delivered to the Trustee pursuant to this Section 2.05, unless otherwise expressly stated, shall be limited solely to confirming that the documents listed in this Section 2.05 have been executed and received, relate to the Mortgage Loans in the Mortgage Loan Schedule and conform as to the loan number and address and description thereof in the Mortgage Loan Schedule. In addition, upon the discovery by Cityscape, the Seller Depositor, the Servicer, the Rating Agencies or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by Cityscape pursuant to Sections 2.07 and 2.08 hereof (and any of the Seller conditions in Section 2.13 with respect to the Subsequent Mortgage Loan Purchase Agreement Loans) in respect of any Mortgage Loan that which materially adversely affects the value of such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party Person discovering such breach shall give prompt written notice to the other parties Persons set forth in this sentence. At such time as any Mortgage Loan becomes 90 days Delinquent, the Servicer shall make, or cause to this Agreement. The Depositor be made, a reasonable investigation to determine whether such Mortgage Loan satisfied the representations and the Trustee intend that the assignment and transfer herein contemplated constitute a sale warranties of Cityscape set forth in Section 2.07 as of the Mortgage Loans, Closing Date or the related Mortgage Notes and the related documentsSubsequent Transfer Date; provided, conveying good title thereto free and clear of any liens and encumbranceshowever, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that only one such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor -------- ------- investigation shall be deemed required for any Mortgage Loan or Subsequent Mortgage Loan. If Cityscape has not delivered all required documentation with respect to any Mortgage Loan within the time periods specified in this Agreement (as such may have granted and does hereby grant been extended pursuant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in Section 2.04(b) hereof) Cityscape shall be required to take action with respect to such Mortgage Loan or Subsequent Mortgage Loan as and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawextent provided in Section 2.06 hereof.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptCustodian's receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, it that the Custodian holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it the Custodian holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to Custodian shall review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and the Custodian shall certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii3), (xiii5), (xiv13) and (xviii26) (in the case of (26), only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Custodian is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee Custodian shall deliver to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute, deliver and perform its obligations under the Swap Agreement and the Cap Agreement on the Closing Date and thereafter on behalf of the Supplemental Interest Trust for the benefit of the Holders of the Class A and Class M Certificates. The Seller, the Servicer, the Depositor and the Holders of the Class A and Class M Certificates by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Swap Agreement and the Cap Agreement and shall do so solely in its capacity as Trustee of the Supplemental Interest Trust and not in its individual capacity. The Trustee shall not, individually or personally, have any liability to perform any covenant either express or implied contained in the Swap Agreement or the Cap Agreement and under no circumstance shall the Trustee be personally liable for the payment of any amounts payable by or on behalf of the Supplemental Interest Trust under the Swap Agreement or the Cap Agreement or expenses by or on behalf of the Supplemental Interest Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by or on behalf of the Supplemental Interest Trust under the Swap Agreement or the Cap Agreement. The Trustee is hereby directed to represent and warrant on behalf of the Supplemental Interest Trust to the Swap Counterparty under the Swap Agreement that the beneficial owner for United States federal income tax purposes of payments made under each of the Swap Agreements is either: (A) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes, or (B) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations for United States federal income tax purposes, and a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency Agencies an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor Master Servicer, the Servicer and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee (or the Custodian on its behalf) further agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller Seller, any NIMS Insurer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is and the Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee (or the Custodian on its behalf) shall deliver to the Depositor Depositor, any NIMS Insurer and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the SellerCertificate Insurer, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee (or the Custodian on its behalf) shall execute and deliver to the Depositor on or prior to each Subsequent Transfer Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. The Trustee (or the Custodian on its behalf) shall, for the benefit of the Certificateholders, review each Mortgage File delivered to it for the Subsequent Mortgage Loans and to certify and deliver to the Depositor, the Seller and the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 45 days after each Subsequent Transfer Date that, as to each Subsequent Mortgage Loan listed in the Mortgage Loan Schedule (other than any Subsequent Mortgage Loan paid in full or any Subsequent Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Subsequent Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii) and (iii) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee and the Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 90 days after each Subsequent Transfer Date, the Trustee or the Custodian on behalf of the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 (or a substantially similar form) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01(b), the Trustee shall cause the Custodian to list such as an exception in the Final Certification; provided, however, that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates. The Seller or Originator, as applicable, shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each the Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii6), (xiv7), (8), (10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Seller Master Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, the Depositor, the Trustee or the Depositor Master Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares thatthat it, in or the Custodian on its capacity as Custodianbehalf, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further Custodian agrees, for the benefit of the Certificateholders, to review pursuant to Section 2.01 each Mortgage File delivered to it and to certify and deliver on or prior to the DepositorClosing Date, the Seller and with respect to each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 45 days after the assignment thereof). The Custodian further agrees, for the benefit of the Certificateholders, to certify to the Depositor, the Servicer and the Trustee in substantially the form attached hereto as Exhibit F-1, within 45 days after the Closing Date, with respect to each Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items item (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Custodian is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Datefirst anniversary date of this Agreement, the Trustee Custodian shall deliver to the Depositor Depositor, the Servicer and the Seller Trustee a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the SellerOriginator, the Depositor Depositor, the Trustee and the Master Servicer. In addition, upon the discovery by the Seller Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this AgreementAgreement and the Originator. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii), (xiv10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor Depositor, the Servicer and the Seller NIMS Insurer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Seller Originators, the Seller, the Depositor, the NIMS Insurer, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the related Originator in the applicable Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute and deliver, on behalf of the Trust, the Class A-1 Yield Maintenance Agreement, the Group 2 Yield Maintenance Agreement and the Class M/B Yield Maintenance Agreement.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixiii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is and the Custodian on its behalf are under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receiptreceipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule Schedules that corresponds to items (i1), (ii2), (iii3), (xiii6), (xiv7), (8), (10) and (xviii22) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, the Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that, in its capacity as Custodian, it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to reviewed by it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviiixv) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor Seller and the Master ServicerDepositor. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Trustee. (a) The Trustee hereby accepts its appointment as Custodian hereunder Trustee, by the execution and delivery of this Agreement, acknowledges the receipt, subject to the provisions of Section 2.01 2.01, and subject to the review described below and any exceptions noted on the exception report described in the next paragraph clause (b) below, of the documents referred to specified in clauses (i), (ii), (iv), (vii), (viii) and (xiii) of Section 2.01 above and all other assets included in the definition of “Trust Fund” 2.01(b), and declares that, in that it or the Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered to it or the Custodian constituting a the Mortgage FileLoan Files, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for In connection with the benefit assignment of the CertificateholdersCanadian Loan and the related Foreign Currency Exchange Contract, the Trustee will execute and deliver the F/X Assignment Agreement. (b) Within fifteen (15) Business Days of the Delivery Date, the Trustee shall deliver, or cause the Custodian to deliver, to review each Mortgage File delivered to it the Depositor and to certify and deliver to the DepositorDirecting Certificateholder, an exception report (the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, "Exception Report") with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) that, as to each Mortgage Loan listed documents specified in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items clauses (i), (ii), (iiiiv), (vii), (viii) and (xiii) of Section 2.01(b). Immediately upon receipt, the Depositor shall provide a copy of the Exception Report to each Mortgage Loan Seller. Within three (3) Business Days of the receipt of the Exception Report, the Depositor shall, or shall cause the related Mortgage Loan Seller to, cure any exception listed therein (for the avoidance of doubt, any deficiencies with respect to the documents specified in clauses (ii) and (iv) resulting solely from a delay in the return of the related documents from the applicable recording office, shall be cured in the time and manner described in Section 2.02(f)). If such exception is not so cured, the Depositor shall, or shall cause the related Mortgage Loan Seller to, either (1) repurchase the related Mortgage Loan, (2) with respect to exceptions relating to clause (xiii), deposit with the Trustee an amount, to be held in trust in a segregated Eligible Account, equal to the amount of the undelivered letter of credit (xivin the alternative, the Depositor or related Mortgage Loan Seller, as the case may be, may deliver to the Trustee a letter of credit for the benefit of the Trustee and upon the same terms and conditions as the undelivered letter of credit) which the Trustee may use (or draw upon, as the case may be) under the same circumstances and conditions as the Trustee would have been entitled to draw on the undelivered letter of credit, or (3) with respect to any of the other documents, deposit with the Trustee an amount, to be held in trust in a segregated Eligible Account, equal to 25% of the Stated Principal Balance of the related Mortgage Loan. Any funds deposited pursuant to clause (3) shall be held by the Trustee until the earlier of (x) the date on which the Master Servicer certifies to the Trustee and the Directing Certificateholder that such exception has been cured, at which time such funds shall be returned to the Depositor or the related Mortgage Loan Seller, as applicable and (xviiiy) thirty (30) Business Days after the Delivery Date; provided, however, that if such exception is not cured within such thirty (30) Business Days, the Depositor shall, or shall cause the related Mortgage Loan Seller to, repurchase the related Mortgage Loan in accordance with the terms and conditions of this Section 2 or the related Mortgage Loan Purchase Agreement, at which time such funds shall be applied to the Purchase Price of the related Mortgage Loan Schedule Loan. (c) On or prior to 60 days following the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Delivery Date, the Trustee shall deliver to the Depositor Depositor, the Directing Certificateholder, the Master Servicer, the Special Servicer and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness each of the Mortgage FilesLoan Sellers, or shall cause the Custodian to deliver to the Depositor, the Directing Certificateholder, the Trustee, the Master Servicer, and the Special Servicer and each of the Mortgage Loan Sellers, an initial certification in a form acceptable to the Depositor (the "Initial Certification") to the effect that it has reviewed the Mortgage Loan Documents delivered to it hereunder and has determined that all documents required to be delivered pursuant to Section 2.01(b) have been received by the Trustee, subject to any exceptions identified in an exception report delivered with the Initial Certification. On or prior to 90 days following the Delivery Date, the Trustee shall deliver, or cause the Custodian to deliver, a report as to any applicable remaining document deficiencies (the "Second Certification"), and thereafter quarterly updates for such certification (through the second anniversary of the Delivery Date) to the effect that it has reviewed the Mortgage Loan Documents delivered to it hereunder and has determined that all documents required to be delivered pursuant to Section 2.01(b) have been received by the Trustee, subject to any exceptions noted identified in an exception report delivered with the Initial Certification, the Second Certification and each quarterly certification. Upon delivery of the Second Certification, (i) in the case of any document deficiency relating to any Mortgage Loan not described in clauses (ii) or (iii) below, on or before the 270th day following the Delivery Date; or (ii) in the case of any document deficiency relating to a Specially Serviced Mortgage Loan when the related Servicing Transfer Event occurred on or before the 180th day following the Delivery Date, on or before the 90th day following such Servicing Transfer Event; or (iii) in the case of any document deficiency relating to a Specially Serviced Mortgage Loan when the related Servicing Transfer Event occurred after the 180th day and on or before the 270th day following the Delivery Date, on or before the earlier of (A) the 45th day following the related Servicing Transfer Event and (B) the 270th day following the Delivery Date, the Depositor shall either: (i) cause such document deficiency to be cured; (ii) cause to be delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Special Servicer to the effect that such document deficiency is not material to the value of the Mortgage Loan, the related Mortgaged Property, the enforcement of rights under the related Mortgage Loan Documents or to the rights of the Trustee or the Certificateholders; or (iii) repurchase (or cause the related Mortgage Loan Seller to repurchase) the related Mortgage Loan pursuant to Section 2.04. In performing the reviews called for herein, the Trustee and Custodian, acting on its behalf, may conclusively assume the due execution and genuineness of any such document and the genuineness of any signature thereon. It is understood that the scope of the review called for is limited solely to confirming, after receipt of the documents listed in Section 2.01, that such documents have been executed, received and recorded, if applicable, and relate to the Mortgage Loans identified in the Mortgage Loan Schedule. Neither the Trustee nor any Custodian makes any representation as to (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage Loan File or any of the Mortgage Loans identified in the Mortgage Loan Schedule or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan. (d) If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to aboveLoan Files, the Trustee or the Custodian or any party hereto (or any other Person) finds any document or documents constituting a part of a Mortgage Loan File not to have been properly executed, or to be missing or not conforming fails to materially conform to the requirements set forth hereininformation provided on the Mortgage Loan Schedule or to be defective on its face in any material respect, at the conclusion of its review the Trustee (shall promptly so notify, or shall cause the Custodian as its designated agent) shall to promptly notify the SellerMaster Servicer, the Depositor Special Servicer, the Directing Certificateholder and the Master ServicerDepositor. In addition, upon If the discovery Depositor does not correct or cure such omission or defect within 90 days from the date of such notice the Depositor shall repurchase (or cause the related Mortgage Loan Seller to repurchase) such Mortgage Loan from the Trust Fund at its Purchase Price within 90 days from the date of such notice. The Purchase Price for any such Mortgage Loan shall be deposited or caused to be deposited by the Seller or Master Servicer into the Depositor (or Collection Account and, upon receipt by the Trustee of written notification of such breachdeposit, signed by a Servicing Officer, the Trustee or the Custodian, as the case may be, shall release to the Depositor the related Mortgage Loan File and such Mortgage Loan (including, with respect to the Canadian Loan, the Foreign Currency Exchange Contract) and the Trustee shall execute and deliver such instruments of a breach of any transfer or assignment prepared by the Master Servicer (at the expense of the representations and warranties made by Depositor or the Seller related Mortgage Loan Seller), in each case without recourse, as shall be necessary to vest in the Mortgage Loan Purchase Agreement in respect of Depositor or its designee, as the case may be, any Mortgage Loan that materially adversely affects (including, if applicable, the Foreign Currency Exchange Contract) released pursuant hereto and thereafter such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan(including, if applicable, the party discovering such breach Foreign Currency Exchange Contract) shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property Trust Fund and not subject to the servicing terms hereof. It is understood and agreed that the obligation of the Depositor 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 event of any insolvency by the Depositor. In the event that sole remedy under this Agreement respecting such conveyance is deemed defect or omission available to be, Certificateholders or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all on behalf of the Depositor’s rightCertificateholders. References to any Mortgage Loan in this clause (c) shall include, title and interest in and to respect of the Mortgage LoansCanadian Loan, the related Foreign Currency Exchange Contract. (e) The Depositor shall cause a Mortgage Notes and the related documentsLoan Seller to repurchase any Cross Collateralized Loan that is cross-collateralized with any Mortgage Loan repurchased pursuant to clause (b), and that (c) or (d) of this Agreement shall constitute a security agreement under applicable lawSection 2.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and the further review provided for in this Section 2.02, and further subject to the review described below and any exceptions noted on the any exception report described in prepared by the next paragraph belowTrustee or such Custodian and attached hereto as Schedule II, of the documents referred to specified in Section 2.01 above clauses (1), (2), (3), (9) and (12) of the definition of "Mortgage File", of a fully executed original counterpart of each Mortgage Loan Purchase Agreement and of all other assets included in the definition REMIC I and delivered to it, in good faith and without notice of “Trust Fund” any adverse claim, and declares that, in that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it be delivered by the Mortgage Loan Sellers constituting a the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit . (b) Within 60 days of the CertificateholdersClosing Date, to the Trustee or a Custodian on its behalf shall review each of the Mortgage File Loan documents delivered or caused to it and be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review, the Trustee shall certify in writing to certify and deliver to each of the Depositor, the Seller Master Servicer, the Special Servicer and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) Mortgage Loan Seller that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the any exception report annexed thereto as not being covered by such certification), (i) all documents required specified in clauses (1), (2), (3), (9) and (12) of the definition of "Mortgage File" are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with Section 2.01(b) and (ii) all documents delivered or caused to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents by the related Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it or by a Custodian on its behalf and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan. (iiic) based The Trustee or a Custodian on its examination and only as to the foregoing, the information set forth in behalf shall review each of the Mortgage Loan Schedule that corresponds documents received thereby subsequent to items (i)the Closing Date; and, (ii)on or about the first anniversary of the Closing Date, (iii)the Trustee shall certify in writing to each of the Depositor, (xiii)the Master Servicer, (xiv) the Special Servicer and (xviii) of each Mortgage Loan Seller that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan as to which a Liquidation Event has occurred) and except as specifically identified in any exception report annexed to such certification), (i) all documents specified in clauses (1), (2), (9) and (12) of the extent definition of "Mortgage File" are in its possession or the related Mortgage Loan Seller has otherwise satisfied the delivery requirements in accordance with Section 2.01(b), (ii) it or a Custodian on its behalf has received either a recorded original of each of the assignments specified in clauses (3) and, insofar as an unrecorded original thereof had been delivered or caused to be delivered by the related Mortgage Loan Seller, (5) of the definition of "Mortgage File" or a copy of such items recorded original certified by the applicable public recording office to be true and complete and (iii) all Mortgage Loan documents received by it or any Custodian have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan. (d) It is acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses (4) - (8), (10), (11), (13), (14) and (15) of the definition of "Mortgage File" exist or are required to be delivered to it as part of by the Depositor, any Mortgage Files pursuant to Section 2.01Loan Seller or any other Person or (ii) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that they the same are genuine, enforceable, in recordable form or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. . (e) If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to aboveat any time thereafter, the Trustee or any Custodian finds (or, if at any time, any other party hereto finds) any document or documents constituting a part of a Mortgage File to be missing or have not conforming been properly executed or, subject to Section 2.01(b), to have not been delivered, to contain information that does not conform in any material respect with the requirements corresponding information set forth hereinin the Mortgage Loan Schedule, at or to be defective on its face (each, a "Defect" in the conclusion of its review related Mortgage File) the Trustee (or the Custodian as its designated agentsuch other party) shall promptly so notify each of the other parties hereto and the related Mortgage Loan Seller. If and when notified of any error in the Mortgage Loan Schedule, the Depositor shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the Master Servicer. In additionother parties hereto, upon the discovery by the Seller or the Depositor (or and upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the corrected Mortgage Loan Purchase Agreement in respect of any Schedule so identified, such new, corrected Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor Schedule shall be deemed to have granted amend and does hereby grant to replace the Trustee a first priority perfected security interest in existing Mortgage Loan Schedule for all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawpurposes.

Acceptance by Trustee. The Trustee hereby accepts its appointment as Custodian hereunder and acknowledges the receipt, subject (a) Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of “"Trust Fund” " (to the extent of amounts deposited into the Distribution Account) and declares that, in its capacity as Custodian, that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. . (b) The Trustee further agrees, for the benefit of the Certificateholders, to review each Mortgage File delivered to it within 30 days after the Closing Date and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) B-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan which has been certified as having been paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant Section 2.01 of to this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1) through (3), (ii6), (iii10)(A), (xiii11), (xiv14), (16), (17), (19) through (22) and (xviii24) of the definition of "Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after , or (ii) to determine whether any Mortgage File should include any of the Closing Date, documents specified in clause (v) of Section 2.01. (c) Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Seller Master Servicer a final certification in the form annexed hereto as Exhibit G-3 B-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, . (d) If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Depositor, the Master Servicer or the Depositor (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Mortgage Loan Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawparties.

Acceptance by Trustee. (a) The Trustee hereby accepts Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its appointment as Custodian hereunder and acknowledges the receiptbehalf, subject to the provisions of Section 2.01 and subject the further review provided for in this Section 2.02 and to the review described below and any exceptions noted on the exception report described Trustee Exception Report, in the next paragraph belowgood faith and without notice of any adverse claim, of the applicable documents referred specified in clause (i), (ii), (ix), (xv), (xvi) (or, with respect to in clause (xvi), a copy of such letter of credit and an officer's certificate as contemplated by Section 2.01 above 2.01(b) hereof) and (xxiii) of the definition of "Mortgage File" with respect to each Mortgage Loan, of a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, and of all other assets included in the definition of “Trust Fund” Fund and (2) declares that, in (a) that it or a Custodian on its capacity as Custodian, it behalf holds and will hold such documents and the other documents delivered or caused to it constituting a be delivered by the Mortgage FileLoan Sellers that constitute the Mortgage Files, and (b) that it holds or and will hold all such assets and such other assets included in the definition of “Trust Fund” , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agreesCertificateholders and, with respect to any original document in the Mortgage File for each Loan Pair or the Houston Galleria Whole Loan, for any present or future Companion Holder or the Houston Galleria Companion Noteholders (and for the benefit of the Certificateholders, to review each Mortgage File delivered to it and to certify and deliver to Trustee as holder of the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days after the assignment thereof) thatUncertificated Lower-Tier Interests), as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than applicable. If any Mortgage Loan paid in full Seller is unable to deliver or cause the delivery of any original Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)Note, (i) all documents required to be delivered to it pursuant Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (iii), (xiii), (xiv) and (xviii) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after the Closing Date, the Trustee shall Seller may deliver to the Depositor and the Seller a final certification in the form annexed hereto as Exhibit G-3 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth herein, at the conclusion of its review the Trustee (or the Custodian as its designated agent) shall promptly notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller or the Depositor (or upon receipt by the Trustee of written notification copy of such breach) of Mortgage Note, together with a breach of any of the representations signed lost note affidavit and warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach appropriate indemnity and shall give prompt written notice to the other parties to this Agreement. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall thereby be deemed to have granted satisfied the document delivery requirements of Sections 2.01 and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law2.02.

Acceptance by Trustee. The Trustee hereby accepts acknowledges its appointment as Custodian hereunder and acknowledges (or the receiptCustodian's) receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 above and all other assets included in the definition of “"Trust Fund” " and declares that, in its capacity as that it (or the Custodian, it ) holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it (or the Custodian) holds or will hold all such assets and such other assets included in the definition of “"Trust Fund” " in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee further agrees, for the benefit of the Certificateholders, to review (or cause the Custodian to review) each Mortgage File delivered to it and to certify and deliver to the Depositor, the Seller and each Rating Agency an interim certification in substantially the form attached hereto as Exhibit G-2, within 90 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 60 days of receipt and with respect to any Qualified Substitute Mortgage, within five Business Days 60 days after the assignment thereof) and to certify (or cause the Custodian to certify) in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (iii3), (xiii5), (xiv13) and (xviii26) (in the case of (26), only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule (to the extent such items are required to be delivered to it as part of the Mortgage Files pursuant to Section 2.01) accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than 180 days after Prior to the Closing Date, first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Seller Servicer a final certification in the form annexed hereto as Exhibit G-3 F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If, If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or not conforming to the requirements set forth hereindefective in any material respect, at the conclusion of its review the Trustee (or upon its notification by the Custodian as its designated agentCustodian) shall promptly so notify the Seller, the Depositor and the Master Servicer. In addition, upon the discovery by the Seller Seller, Depositor, the Trustee or the Depositor Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan that which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreementparties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s 's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s 's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes Loans and the related documentsRelated Documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee is hereby directed to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Class X-0, Xxxxx X-0, Class M-3 and Class M-4 Certificates. The Seller, the Servicer, the Depositor and the Holders of the Class X-0, Xxxxx X-0, Class M-3 and Class M-4 Certificates by acceptance of their Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. The Trustee is hereby directed to represent and warrant to the Cap Contract Provider under the Cap Contract that the beneficial owner for United States federal income tax purposes of payments made under the Cap Contract is either: (A) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the "Regulations")) for United States federal income tax purposes, or (B) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations for United States federal income tax purposes, and a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.