Common use of Acceptance of Mortgage Assets by Trustee Clause in Contracts

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (Servicer, copies of which are part of the Mortgage File) File and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee; provided, however, that the applicable Master Servicer for the PMCF Pooled Mortgage Loans, for which the applicable Pooled Mortgage Loan Seller is required to deliver the originals of any Letters of Credit to the Trustee, the applicable Master Servicer acknowledges receipt of copies of such Letters of Credit. In the case of the PMCF Pooled Mortgage Loans, the Trustee shall deliver to the applicable Master Servicer upon request any original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer in connection with the performance by such Master Servicer of its duties hereunder. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans Loan and all documents delivered to it that constitute portions of the related Mortgage Files File and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage FilesFile, and that it holds and will hold the Original Pooled Mortgage Loans Loan and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the TrusteeSecurityholders. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter hereto that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit A-2, (i) all documents the original Mortgage Notes specified in clause (ia) of the definition of "“Mortgage File" ” and all allonges thereto, if any (or, a copy of the Mortgage Notes, together with a “lost note affidavit” certifying that the relevant Mortgage Note has been lost), are in its possession or the possession of a Custodian on its behalf, and (ii) the original each such Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Noteor copies thereof) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (in the case of the Mortgage Note, handwritten additions, changes or corrections shall not constitute irregularities if initialed by the BorrowerBorrowers), (B) appears to have been executed and (C) purports to relate to the Mortgage Loan. On or about the 360th day following the Closing Date, the Trustee or a Custodian on its behalf shall have completed its review of the documents delivered to it or such Custodian with respect to the Mortgage Loan on the Initial Closing Date and/or the Closing Date, and the Trustee shall, subject to Sections 2.01(d), 2.02(b) and 2.02(c), certify in the form attached hereto as Exhibit A-3 in a mutually acceptable electronic format to each of the other parties hereto and the Rating Agencies that (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (a) of the definition of “Mortgage File”, the original or copies of the Mortgages and deeds of trust specified in clause (b) of the definition of “Mortgage File”, the original assignments of Mortgages specified in clause (c) of the definition of “Mortgage File”, the original or copy of the policies of title insurance specified in clause (e) of the definition of “Mortgage File”, and each document specified in clauses (f), (h), and (k) of the definition of “Mortgage File” is in its possession or the possession of a Custodian on its behalf; and (ii) all documents received by it or any Custodian with respect to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowers), (B) appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled the Mortgage Loan. If any exceptions are noted in the exception report annexed to such certification, the Trustee or a Custodian on its behalf shall, every 180 days after the delivery of such certification until the earlier of (i) the date on which such exceptions are eliminated and (ii) the second anniversary of the date hereof, and thereafter upon request by any party hereto or any Rating Agency, distribute an updated exception report to the other parties hereto and to the Rating Agencies.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (Credit, copies of which are part of the Mortgage File) File and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To The Trustee or such Custodian (acting through the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee applicable Master Servicer) shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters any Letter of Credit relating in a custodial capacity only and shall have no obligation to maintain, extend the Serviced Pooled Mortgage Loans for term of, enforce or otherwise pursue any rights under such Letter of Credit which it is obligation the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trusteehereby undertakes. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Original Mortgage Loan, except as to any LOC Cash Reserve and except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) all documents specified in clause the Specially Designated Mortgage Loan Documents (iwithout regard to Assignments of Leases, modification agreements and assumption agreements) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has Documents have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan. To the extent that the contents of the Mortgage File for any A Loan relate to the corresponding B Loan or Washington Center Junior Loans, as the case may be, the Trustee will also hold such Mortgage File in trust for the benefit of the holder of the related B Loan or the Washington Center Junior Loans.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee; provided, however, that the applicable Master Servicer for the PMCF Pooled Mortgage Loans, for which the applicable Pooled Mortgage Loan Seller is required to deliver the originals of any Letters of Credit to the Trustee, the applicable Master Servicer acknowledges receipt of copies of such Letters of Credit. In the case of the PMCF Pooled Mortgage Loans, the Trustee shall deliver to the applicable Master Servicer upon request any original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer in connection with the performance by such Master Servicer of its duties hereunder. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "“Mortgage File" ” are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files Files, (ii) the Loan REMIC Interests and the Loan REMIC Declaration, and (iiiii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans Loans, the Loan REMIC Declaration and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee or such Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Original Mortgage Loan, except as to any LOC Cash Reserve and except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) the Specially Designated Mortgage Loan Documents and all documents specified in clause (i) of the definition of "Mortgage File" Note allonges are in its possession or the possession of a Custodian on its behalf, and (ii) the original such Mortgage Loan Documents, and all Mortgage Note (orallonges, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of accepts, subject to the Trustother provisions in this Section 2.02, receipt, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files or Trust Receipts in respect thereof and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee or such Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller the Sellers and each the Underwriter that, as to each Pooled Original Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) all documents specified in clause clauses (i) through (v) and (vii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalfbehalf (or, if any such document is missing, the Trustee or a Custodian on its behalf is in possession of a Trust Receipt covering the missing document), and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) all documents and instruments received by it or any Custodian with respect to such Pooled Mortgage Loan has have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the BorrowerMortgagor), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files Files, (ii) the Loan REMIC Interests and the Loan REMIC Declarations and (iiiii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans Loans, the Loan REMIC Interests and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and to the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) all documents specified in clause the Specially Designated Mortgage Loan Documents (iwithout regard to Assignments of Leases, modification agreements and assumption agreements) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, behalf and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has Documents have been reviewed by it or by such Custodian on its behalf and each (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerrelated Borrower and lender), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trustreceipt, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files Files, and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee or such Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled the Mortgage Loan Seller and each the Underwriter that, as to each Pooled Original Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) all documents the original Mortgage Note specified in clause (i) of the definition of "Mortgage File" and all allonges thereto, if any, are in its possession or the possession of a Custodian on its behalf, and (ii) the original such Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the The Trustee, by its the execution and delivery of this Agreement, hereby accepts acknowledges receipt by it, subject to the provisions of Sections 2.01 and 2.02(c), to any exceptions noted on behalf the Trustee Exception Report, and to the further review provided for in Section 2.02(b), of the TrustNotes, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions fully executed original counterparts of the related Mortgage Files Loan Purchase Agreements and (ii) of all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received delivered or caused to be delivered by it that constitute portions of the Mortgage Loan Sellers constituting the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To ; provided that to the extent that the a Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Groupan A Loan, the Trustee shall also hold such Mortgage File in the trust for the use and benefit on behalf of the related Serviced Non-Pooled Mortgage B Loan Noteholders. Each Master Servicer acknowledges receipt (Holders; provided further that the Trustee or any Custodian appointed by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating Trustee pursuant to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to Section 8.12 shall hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of Credit which obligation the TrusteeMaster Servicer hereby undertakes. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Original Mortgage Loan, except as to any LOC Cash Reserve and except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) the Specially Designated Mortgage Loan Documents and all documents specified in clause (i) of the definition of "Mortgage File" Note allonges are in its possession or the possession of a Custodian on its behalf, and (ii) the original such Specially Designated Mortgage Loan Documents, and all Mortgage Note (orallonges, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan; provided that with respect to any Letters of Credit, the Trustee's certification shall be based upon copies of the Letters of Credit (including related amendment, assignment and transfer documents) delivered to the Trustee or its Custodian. To the extent that the contents of the Mortgage File for any A Loan relate to the corresponding B Loan, the Trustee will also hold such Mortgage File in trust for the benefit of the holder of the related B Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is acting through the applicable Master Servicer (copies of which are part of the Mortgage FileServicer) and agrees to shall hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Original Mortgage Loan, except as to any LOC Cash Reserve and except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) the Specially Designated Mortgage Loan Documents and all documents specified in clause (i) of the definition of "Mortgage File" Note allonges are in its possession or the possession of a Custodian on its behalf, and (ii) the original such Specially Designated Mortgage Loan Documents, and all Mortgage Note (orallonges, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan; provided that with respect to any Letters of Credit, the Trustee's certification shall be based upon copies of the Letters of Credit (including related amendment, assignment and transfer documents) delivered to the Trustee or its Custodian. To the extent that the contents of the Mortgage File for any A Loan relate to the corresponding B Loan, the Trustee will also hold such Mortgage File in trust for the benefit of the holder of the related B Loan. Further, with respect to the documents described in clause (viii) of the definition of "Mortgage File," absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Trustee as part of the Mortgage File indicating otherwise, the Trustee may assume, for purposes of the filings and certification delivered in this Section 2.02(a), that the related Mortgage File should include one state level UCC Financing Statement filing in the state of incorporation or organization for each Borrower and, if such state level UCC Financing Statement was not filed on the national form, one local UCC Financing Statement filing in the county of each related Mortgaged Property. The UCC-2's and UCC-3's in favor of the Trustee referred to in clause (viii) of the definition of "Mortgage File" will be delivered in form suitable for filing and will be filed in the state of incorporation or organization of the related Borrower or the county wherein the related Mortgaged Property is located, as so indicated on the documents provided.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section SECTION 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files Files, (ii) the Loan REMIC Interests and the Loan REMIC Declarations and (iiiii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans Loans, the Loan REMIC Interests and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and to the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIEXHIBIT B-2, (i) all documents specified in clause the Specially Designated Mortgage Loan Documents (iwithout regard to Assignments of Leases, modification agreements and assumption agreements) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, behalf and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has Documents have been reviewed by it or by such Custodian on its behalf and each (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerrelated Borrower and lender), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section SECTION 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee or such Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Original Mortgage Loan, except as to any LOC Cash Reserve and except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIEXHIBIT B-2, (i) all documents specified in clause the Specially Designated Mortgage Loan Documents (iwithout regard to Assignments of Leases, modification agreements and assumption agreements) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has Documents have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the The Trustee or such Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of the TrusteeCredit. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Original Mortgage Loan, except as to any LOC Cash Reserve and except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) the Specially Designated Mortgage Loan Documents and all documents specified in clause (i) of the definition of "Mortgage File" Note allonges are in its possession or the possession of a Custodian on its behalf, and (ii) the original such Mortgage Loan Documents, and all Mortgage Note (orallonges, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan. Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Trustee as part of the Mortgage File indicating otherwise, the Trustee may assume, for purposes of the certification delivered in this Section 2.02(a), that the related Mortgage File should include one local UCC Financing Statement filing for each related Mortgaged Property and one state-level UCC Financing Statement for each related Borrower.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the The Trustee, by its the execution and delivery of this Agreement, hereby accepts acknowledges receipt by it, subject to the provisions of Sections 2.01 and 2.02(c), to any exceptions noted on behalf the Trustee Exception Report, and to the further review provided for in Section 2.02(b), of the TrustNotes, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions fully executed original counterparts of the related Mortgage Files Loan Purchase Agreements and (ii) of all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received delivered or caused to be delivered by it that constitute portions of the Mortgage Loan Sellers constituting the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To ; provided that to the extent that the a Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Groupan A Loan, the Trustee shall also hold such Mortgage File in the trust for the use and benefit on behalf of the related Serviced Non-Pooled Mortgage B Loan Noteholders. Each Master Servicer acknowledges receipt (Holders; provided, further, that the Trustee or any Custodian appointed by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating Trustee pursuant to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to Section 8.12 shall hold (or cause a Primary Servicer on its behalf to hold ) such Letters any Letter of Credit in trust for a custodial capacity only and shall have no obligation to maintain, extend the benefit term of, enforce or otherwise pursue any rights under such Letter of Credit which obligation the TrusteeMaster Servicer hereby undertakes. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled hereto and the Mortgage Loan Seller and each Underwriter Sellers that, as to each Pooled Original Mortgage Loan, except as to any LOC Cash Reserve and except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) the Specially Designated Mortgage Loan Documents and all documents specified in clause (i) of the definition of "Mortgage File" Note allonges are in its possession or the possession of a Custodian on its behalf, and (ii) the original such Specially Designated Mortgage Loan Documents, and all Mortgage Note (orallonges, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has have been reviewed by it or by such Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled Mortgage Loan; provided that with respect to any Letters of Credit, the Trustee's certification shall be based upon copies of the Letters of Credit (including related amendment, assignment and transfer documents) delivered to the Trustee or its Custodian. To the extent that the contents of the Mortgage File for any A Loan relate to the corresponding B Loan, the Trustee will also hold such Mortgage File in trust for the benefit of the holder of the related B Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File for the Lion Industrial Portfolio Pooled Mortgage Loans relates to a the Lion Industrial Portfolio Non-Pooled Mortgage Loan that is part of a Serviced Mortgage Loan GroupSubordinate Loans, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Lion Industrial Portfolio Non-Pooled Mortgage Loan NoteholdersSubordinate Noteholder. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (Servicer, copies of which are part of the Mortgage File) File and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan, and further that a copy of each Mortgage Loan Group Intercreditor Agreement is in its possession or the possession of a Custodian on its behalf.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a for the Ballston Common Pooled Mortgage Loan that is part of a Serviced or the Renaissance Pooled Mortgage Loan Grouprelates to the related B-Note Mortgage Loan, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced NonB-Pooled Mortgage Loan NoteholdersNote Holder. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (Servicer, copies of which are part of the Mortgage File) File and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan, and further that a copy of each of the 1290 Avenue of the Americas Servicing Agreement, the 1290 Avenue of the Americas Intercreditor Agreement, the Ballston Common Co-Lender Agreement and the Renaissance Co-Lender Agreement is in its possession or the possession of a Custodian on its behalf.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Original Pooled Mortgage Loans and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a the Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (Servicer, copies of which are part of the Mortgage File) File and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II, (i) all documents specified in clause (i) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Note) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Pooled Mortgage Loan.

Acceptance of Mortgage Assets by Trustee. (a) Subject to the other provisions in this Section 2.02, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, directly or through a Custodian on its behalf, of (i) the Original Pooled Mortgage Loans Loan and all documents delivered to it that constitute portions of the related Mortgage Files File and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and any other documents received by it that constitute portions of the Mortgage FilesFile, and that it holds and will hold the Original Pooled Mortgage Loans Loan and such other assets, together with any other Pooled Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File relates to a Pooled Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges receipt (by it or a Primary Servicer on its behalf) of all of the original Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer (copies of which are part of the Mortgage File) and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Trustee hereby certifies to each of the other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter hereto that, as to each Pooled Mortgage Loan, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule IIExhibit B-2, (i) all documents the original Mortgage Notes specified in clause (ia) of the definition of "“Mortgage File" ” and all allonges thereto, if any (or, a copy of the Mortgage Notes, together with a “lost note affidavit” certifying that the relevant Mortgage Note has been lost), are in its possession or the possession of a Custodian on its behalf, and (ii) the original each such Mortgage Note (or, if accompanied by a lost note affidavit, the copy of such Mortgage Noteor copies thereof) received by it or any Custodian with respect to such Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf and (A) appears regular on its face (in the case of the Mortgage Note, handwritten additions, changes or corrections shall not constitute irregularities if initialed by the BorrowerBorrowers), (B) appears to have been executed and (C) purports to relate to the Mortgage Loan. On or about the 360th day following the Closing Date, the Trustee or a Custodian on its behalf shall have completed its review of the documents delivered to it or such Custodian with respect to the Mortgage Loan on the Closing Date, and the Trustee shall, subject to Sections 2.01(d), 2.02(b) and 2.02(c), certify in the form attached hereto as Exhibit B-3 in a mutually acceptable electronic format to each of the other parties hereto and the Rating Agencies that (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (a) of the definition of “Mortgage File”, the original or copies of the Mortgages and deeds of trust specified in clause (b) of the definition of “Mortgage File”, the original assignments of Mortgages specified in clause (c) of the definition of “Mortgage File”, the original or copy of the policies of title insurance specified in clause (e) of the definition of “Mortgage File”, and each document specified in clauses (f), (h), and (k) of the definition of “Mortgage File” is in its possession or the possession of a Custodian on its behalf; and (ii) all documents received by it or any Custodian with respect to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowers), (B) appear to have been executed (where appropriate) and (C) purports purport to relate to such Pooled the Mortgage Loan. If any exceptions are noted in the exception report annexed to such certification, the Trustee shall, every 180 days after the delivery of such certification until the earlier of (i) the date on which such exceptions are eliminated and (ii) the second anniversary of the Closing Date, and thereafter upon request by any party hereto or any Rating Agency, distribute an updated exception report to the other parties hereto and to the Rating Agencies.