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

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The applicable Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the applicable Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the such Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the any Master Servicer, any Sub-Servicer, the any Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master ServicerServicers, any Sub-Servicer, the Special Servicer, Servicers or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificateholders. To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The applicable Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the applicable Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the such Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the any Master Servicer, any Sub-Servicer, the any Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master ServicerServicers, any Sub-Servicer, the Special Servicer, Servicers or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the related Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each Mortgage Loan, except as specifically identified in the Schedule of Exceptions to related 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the Custodian’s notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Seller (provided, however, that with respect to those documents described in subsections (i) determine whether any of the documents specified in clauses (iii), (iv)(Bb)(iv), (v), (vi), (vii), (ix) and (xivii) through of Section 2.01, the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or Custodian’s notification, provide a Substitute Mortgage Loan (xviiiif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Seller delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Seller cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Master Servicer, Securities Administrator, the Paying Agent and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Seller, as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Paying Agent. The Trustee or the Custodian, as agent of the effective date with respect to a title policy or the date of funding with respect to a title commitment)Trustee, (x) (if shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase or substitute for any Mortgage Loan Schedule specifies that a Substitute Mortgage Loan as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Sponsor (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Sponsor is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (xi9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) through (xviiior Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the definition Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Sponsor to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Sponsor delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Sponsor cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as Sponsor shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Sponsor shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Sponsor, as are necessary to a vest in the Sponsor title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Sponsor to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or the Custodian's notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and those documents described in subsections (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerb)(I)(iv), (Bv) appear to have been executed and (Cvii) purport of Section 2.01 and subsection (b)(II)(ix) of Section 2.01, the Trustee's and Custodian's obligations shall extend only to relate the documents actually delivered to the Custodian pursuant to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in subsections). In accordance with the Mortgage Loan Schedule with respect to Purchase Agreement, the items specified in clause (iv)(A) and clause (vi) Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the definition Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or Custodian's notification, provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, until the earlier of (i) the date on which provided that, if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to defect would cause the Mortgage Loan Sellersto be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any Serviced Companion Loan Holderssuch cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and Seller shall not be required to purchase such Mortgage Loan, if the Subordinate Class Representative an update Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Master Servicer has Seller shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and e-mail address delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoits receipt of the original recorded document. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Securities Administrator and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase or substitute for any Mortgage Loan Schedule specifies that a Substitute Mortgage Loan as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The applicable Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the applicable Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the such Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the any Master Servicer, any Sub-Servicer, the any Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master ServicerServicers, any Sub-Servicer, the Special ServicerServicers, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered to it (copies of which are part by an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Master Servicer an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vii) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it within 90 days from the date of notice from the Trustee of the defect and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage FileLoan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price, provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents. Every ninety (90) or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C FX Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination Combinations delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced the Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced the Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced each Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX X hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-ServicerSubservicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or the Custodian's notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the those documents described in clause subsections (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(Bb)(I)(iv), (v), (vi), (vii), (ix) and (xiviii)(2) through and (xviii3) of Section 2.01 and subsection (b)(II)(ix) of Section 2.01, the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or Custodian's notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Seller delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Seller cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Securities Administrator and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase or substitute for any Mortgage Loan Schedule specifies that a Substitute Mortgage Loan as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered to it (copies of which are part by an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B, or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller's obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be delivered recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None basis of the DepositorMortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a "Material Defect"), the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Seller (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee's obligations shall extend only to the documents actually delivered pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) and (xi) through (xviiior purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered purchase such Mortgage Loan, if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. (c) In the event that a Mortgage Loan is purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To with respect to the extent that Initial Mortgage Loans, or the Subsequent Transfer Date with respect to the Subsequent Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or within 90 days of Credit in trust the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans, or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, the Subsequent Mortgage Loans identified on Exhibit 1 to the related Subsequent Transfer Instrument, as the case may be, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly, upon completion of the review of all files, but in no event later than 90 days after the Closing Date, notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the case may be, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed Date (based solely on receipt by the Custodian or within 180 days of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule Subsequent Transfer Date with respect to the items specified Subsequent Mortgage Loans or within five Business Days after the receipt by the Trustee or the Custodian thereof with respect to any Substitute Mortgage Loan), the Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor (provided, however, that with respect to those documents described in clause Sections 2.01(b)(iv), (iv)(Av) and clause (vi) vii), the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as applicable, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the definition Material Defect and if the Sponsor is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Sponsor's obligation under the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as applicable, to provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, until the earlier of (i) the date on which however, that if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to defect would cause the Mortgage Loan Sellersto be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any Serviced Companion Loan Holderssuch cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and Sponsor shall not be required to purchase such Mortgage Loan, if the Subordinate Class Representative an update Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Master Servicer has Sponsor shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and e-mail address delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoits receipt of the original recorded document. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Sponsor in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as Sponsor shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Sponsor shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Sponsor, as are necessary to a vest in the Sponsor title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Sponsor to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (or certified copies thereof) delivered to it or the Custodian on its behalfpursuant to Section 2.01, of (i) the Original Mortgage Loans and all declares that it will continue to hold those documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents under Section 2.01(b)(i) through (iii) and (vi) have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on its face (handwritten additions, changes Trustee 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or does not conform with the review criteria set forth in this Section 2.02 (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller’s obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing DateDate (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or the Custodian thereof), the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian will ascertain whether an original of each document required to be recorded has been completed returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian shall promptly notify the Seller (based solely on receipt by provided, however, that with respect to those documents described in Sections 2.01(b)(iv), (v) and (vii), the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian of the particular recorded/filed Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or an a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan, if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording/filing therefor); , and delivery to the Trustee or the Custodian shall be effected by the Seller within thirty days of its receipt of the original recorded document. (iiic) all documents received In the event that a Mortgage Loan is purchased by it the Seller in accordance with Sections 2.02(a) or (b) above, the Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Distribution Account and the Seller shall provide to the Securities Administrator written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Distribution Account, the Depositor shall notify the Trustee and the Custodian (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan have certifying that the Repurchase Price has been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by remitted to the BorrowerMaster Servicer for deposit in the Distribution Account), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as shall release to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in Seller the related Mortgage FileFile and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Seller, as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) Such purchase shall be deemed to have occurred on the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all Repurchase Price in available funds is received by the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report)Securities Administrator. The Master Servicer shall provide amend the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03Schedule, the Custodian shall review the documents which was previously delivered to it with respect by the Depositor in a form agreed to such Replacement Mortgage Loan, between the Depositor and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, to reflect such repurchase and shall promptly notify the Special Servicer, Trustee and the Custodian or the Trust Advisor is under any duty or Rating Agencies of such amendment. The obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required Seller to be delivered by the Mortgage Loan Sellers in respect of repurchase any Mortgage Loan unless as to which such item(s) are specified on a defect in a constituent document exists shall be the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating sole remedy respecting such defect available to the Mortgage Loans delivered Certificateholders or to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be Trustee on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdictionbehalf. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerthose documents described in Sections 2.01(b)(iv), (Bv) appear to have been executed and (C) purport vii), the Trustee's and Custodian's obligations shall extend only to relate the documents actually delivered to the Trustee or the Custodian pursuant to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in Sections). In accordance with the Mortgage Loan Schedule with respect to Purchase Agreement, the items specified in clause (iv)(A) and clause (vi) Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the definition Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, until the earlier of (i) the date on which however, that if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to defect would cause the Mortgage Loan Sellersto be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any Serviced Companion Loan Holderssuch cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and Seller shall not be required to purchase such Mortgage Loan, if the Subordinate Class Representative an update Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Master Servicer has Seller shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and e-mail address delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoits receipt of the original recorded document. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Securities Administrator and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the [Class A-S Regular Interest, Class B Regular Interest A-1 and Class C A-2 Regular InterestInterests]). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders Holder(s) (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan HoldersHolder(s), the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder Holder(s) to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the such Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, ,” absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, ,” absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trust Advisor or the Trust Advisor Custodian is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trust Advisor or the Trust Advisor Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Sponsor’s obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Sponsor (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Sponsor is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (xi9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) through (xviiior Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the definition Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Sponsor to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Sponsor delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Sponsor cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as Sponsor shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Sponsor shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Sponsor, as are necessary to a vest in the Sponsor title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Sponsor to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered by an Initial Certification substantially in the form of Exhibit One to it (copies of which are part the Custodial Agreement receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Master Servicer an Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification substantially in the form annexed as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it within 90 days from the date of notice from the Trustee of the defect and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage FileLoan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price, provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents. Every ninety (90) or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class Class A-S Regular InterestS, Class B Regular Interest and Class C Regular InterestInterests). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders Holder(s) (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan HoldersHolder(s), the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The applicable Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the applicable Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the such Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the any Master Servicer, any Sub-Servicer, the any Special Servicer, the Custodian Trust Advisor or the Trust Advisor Custodian is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master ServicerServicers, any Sub-Servicer, the Special ServicerServicers, the Custodian or the Trust Advisor or the Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s)Certificateholders. The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or the Custodian's notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and those documents described in subsections (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerb)(iv), (Bv) appear to have been executed and (Cvii) purport of Section 2.01, the Trustee's and Custodian's obligations shall extend only to relate the documents actually delivered to the Custodian pursuant to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in subsections). In accordance with the Mortgage Loan Schedule with respect to Purchase Agreement, the items specified in clause (iv)(A) and clause (vi) Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the definition Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or Custodian's notification, provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, until the earlier of (i) the date on which provided that, if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to defect would cause the Mortgage Loan Sellersto be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any Serviced Companion Loan Holderssuch cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and Seller shall not be required to purchase such Mortgage Loan, if the Subordinate Class Representative an update Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Master Servicer has Seller shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and e-mail address delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoits receipt of the original recorded document. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Securities Administrator and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase or substitute for any Mortgage Loan Schedule specifies that a Substitute Mortgage Loan as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular InterestS, Class B Regular Interest and Class C Regular InterestInterests). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders Holder(s) (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan HoldersHolder(s), the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trust Advisor or the Trust Advisor Custodian is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trust Advisor or the Trust Advisor Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C FX Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any the Serviced Pari Passu Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX X hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To with respect to the extent that the Initial Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered to it (copies of which are part by an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B, or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller's obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be delivered recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been received, or to be unrelated, determined on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None basis of the DepositorMortgagor name, original principal balance and loan number, to the Initial Mortgage Loans identified in Exhibit B, or to appear defective on its face (a "Material Defect"), the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Seller (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee's obligations shall extend only to the documents actually delivered pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) and (xi) through (xviiior purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered purchase such Mortgage Loan, if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. (c) In the event that a Mortgage Loan is purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with Certificateholders and the foregoingCertificate Insurer, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Sponsor’s obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders and the Certificate Insurer, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Sponsor (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Sponsor is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (xi9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) through (xviiior Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the definition Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Sponsor to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Sponsor delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Sponsor cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as Sponsor shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Sponsor shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Sponsor, as are necessary to a vest in the Sponsor title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Sponsor to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with Certificateholders and the foregoingCertificate Insurer, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders and the Certificate Insurer, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Sponsor (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Sponsor is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (xi9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) through (xviiior Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the definition Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Sponsor to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Sponsor delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Sponsor cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as Sponsor shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Sponsor shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Sponsor, as are necessary to a vest in the Sponsor title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Sponsor to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C SFX Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): such (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The applicable Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the applicable Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the such Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the any Master Servicer, any Sub-Servicer, the any Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master ServicerServicers, any Sub-Servicer, the Special Servicer, Servicers or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt Custodian holds on behalf of the Trust, through Trustee the documents (or certified copies thereof) delivered to it pursuant to Section 2.01 and declares that the Custodian on its behalfbehalf of the Trustee will continue to hold those documents and any amendments, of (i) the Original Mortgage Loans replacements or supplements thereto and all documents other assets of the Trust Fund delivered to it as Trustee or to the Custodian that constitute portions on behalf of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently delivered to it that are to be included in the Trust Fund, Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and Holders of the Certificates. No later than 45 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within 5 Business Days after the receipt by the Custodian on behalf of the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interestthereof). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust Trustee agrees, for the benefit of the TrusteeCertificateholders, to cause the Custodian to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller, the Trustee and the Master Servicer an Initial Certification substantially in the form annexed hereto as Exhibit G. In conducting such review, the Trustee will cause the Custodian to ascertain whether all required documents have been executed and received and whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as identified in Exhibit B-1 through Exhibit B-4 to this Agreement, as supplemented (PROVIDED, HOWEVER, that with respect to those documents described in subclauses (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Custodian's obligations shall extend only to documents actually delivered pursuant to such subsections). In connection with the foregoingperforming any such review, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Custodian finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B-1 through Exhibit B-4 or to appear to be defective on its face, the Custodian shall promptly notify the Trustee and BSMCC. BSMCC shall correct or cure any such defect within 90 days from the date of notice from the Custodian of the defect and if BSMCC fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, BSMCC will, subject to Section 2.04, within 120 days from the Trustee's notification purchase such Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that if such defect relates solely to the inability of BSMCC to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, BSMCC shall not be required to purchase such Mortgage Loan if BSMCC delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that BSMCC cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that BSMCC shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate of a Servicing Officer confirming that such documents have been accepted for recording, and delivery to the Custodian shall be effected by BSMCC within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee will cause the Custodian to review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller, the Trustee and the Master Servicer, a Final Certification substantially in the form annexed hereto as Exhibit H. In conducting such review, the Trustee will cause the Custodian to ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Custodian finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B-1 or to appear defective on its face, the Custodian shall promptly notify the Trustee and BSMCC (iii) all documents received by it PROVIDED, HOWEVER, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Custodian's obligations shall extend only to the documents actually delivered pursuant to such subsections). BSMCC shall correct or cure any such defect or shall deliver to the Trustee and the Custodian an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by within 90 days from the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on date of notice from the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) Trustee of the definition defect and if BSMCC is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety (90) Loan, BSMCC shall, subject to Section 2.04, within 120 days from the Trustee's notification purchase such Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that if such defect relates solely to the inability of BSMCC to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, BSMCC shall not be required to purchase such Mortgage Loan, if BSMCC delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is BSMCC in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, BSMCC shall provide the Repurchase Price to the Trustee for deposit in the appropriate sub-account of the Certificate Account and shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the appropriate sub-account of the Certificate Account, the Trustee shall cause the Custodian may conclusively rely on to release to BSMCC the related Mortgage Loan Seller File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by BSMCC as are necessary to the purported genuineness of any such document vest in BSMCC title to and any signature thereon. It is understood that the scope of the Custodian’s review of rights under the Mortgage Files is limited solely Loan. Such purchase shall be deemed to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or have occurred on the date of funding with respect on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall cause the Custodian to a title commitment), (x) (if amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by Seller in a material portion form agreed to between the Seller and the Custodian, to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of the interest such amendment. The obligation of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the BSMCC to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges receipt of, subject to the other provisions in this Section 2.02exceptions it notes pursuant to the procedures described below, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files it pursuant to Section 2.01 and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it holds and will continue to hold such those documents and any amendments, replacements or supplements thereto and all other documents received by it that constitute portions assets of the Mortgage Files, and that it holds and will hold the Original Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Trust Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and Holders of the Certificates. No later than 45 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within 5 days after the receipt by the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interestthereof). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust Trustee agrees, for the benefit of the Trustee. Certificateholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Initial Beneficial Holder and the Master Servicer an Initial Certification in the form annexed hereto as Exhibit G. In connection with the foregoingconducting such review, the Custodian hereby certifies to each Trustee will ascertain whether all required documents have been executed and received and whether those documents relate, determined on the basis of the other parties heretoMortgagor name, each original principal balance and loan number, to the Mortgage Loan Seller and each Underwriter thatLoans it has received, as to each Mortgage Loan, except as specifically identified in the Schedule of Exceptions Exhibit B to Mortgage File Delivery attached hereto this Agreement, as Schedule IIsupplemented; provided, (i) all documents specified in clause (i) of the definition of “Mortgage File” are in its possessionhowever, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it that with respect to such Mortgage Loan has been reviewed by it and those documents described in subclauses (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerb)(iv), (B) appears to have been executed (where appropriateb)(v) and (Cb)(vii) purports of Section 2.01, the Trustee's obligations shall extend only to relate documents actually delivered pursuant to such Mortgage Loansubsections. The Custodian In performing any such review, the Trustee may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee shall promptly notify [ ]. [ ] shall correct or cure any such defect within 60 days from the date of notice from the Trustee of the defect and if [ ] fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, [ ], will, subject to Section 2.04, within 90 days from the Trustee's notification purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect relates solely to the inability of [ ] to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, [ ] shall not be required to purchase such Mortgage Loan if [ ] delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated Trustee will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Initial Beneficial Holder and the Master Servicer, a Final Certification in the form annexed hereto as Exhibit H. In conducting such review, the Trustee will ascertain whether (i) an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office; and (ii) an original title insurance policy (or if a master title policy has been issued by Section 2.01(ethe title insurer, a mortgagee's certificate of title insurance) has been completed (based solely on receipt by delivered whenever a title insurance binder or commitment or other assurance of title was originally deposited. If the Custodian Trustee finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additionsbe unrelated, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based determined on the examinations referred to in Section 2.02(a) above basis of the Mortgagor name, original principal balance and this Section 2.02(b) and only as loan number, to the foregoing documentsMortgage Loans identified in Exhibit B or to appear defective on its face, the information set forth in Trustee shall promptly notify [ ]. [ ] shall correct or cure any such defect within 60 days from the Mortgage Loan Schedule with respect to date of notice from the items specified in clause (iv)(A) and clause (vi) Trustee of the definition defect and if [ ] is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety (90) Loan, [ ] shall, subject to Section 2.04, within 90 days from the Trustee's notification purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect relates solely to the inability of [ ] to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, [ ] shall not be required to purchase such Mortgage Loan, if [ ] delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated is purchased by [ ] in accordance with Section 2.032.02(a) or (b) above or Section 3.19, [ ] shall cause the Repurchase Price to be deposited in the appropriate subaccount of the Certificate Account and shall provide written notification of such deposit (which notification shall detail the components of the Repurchase Price), signed by a Servicing Officer, to the Trustee. Upon deposit of the Repurchase Price in the appropriate subaccount of the Certificate Account, the Custodian Trustee shall review release to [ ] the documents delivered related Mortgage File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it with respect by [ ] as are necessary to such Replacement vest in [ ] title to and rights under the Mortgage Loan, and the Custodian . Such purchase shall deliver a certification comparable be deemed to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, have occurred on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) certification of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes deposit of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed Repurchase Price in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, Account was received by the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor The Trustee shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if amend the Mortgage Loan Schedule specifies that a material portion to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of the interest such amendment. The obligation of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the [ ] to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Seller and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vii) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel addressed to the Trustee to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it within 90 days from the date of notice from the Trustee of the defect and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage FileLoan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price, provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents. Every ninety (90) or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it (or the Custodian, on its behalf) by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trusteedocuments (or certified copies thereof) delivered to it or the Custodian, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of pursuant to Section 2.01, and declares that it (ior the Custodian, on its behalf) the Original Mortgage Loans will continue to hold those documents and all documents delivered to the Custodian that constitute portions of the related Mortgage Files any amendments, replacements or supplements thereto and (ii) all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in (or the Trust FundCustodian, on its behalf) as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, with respect to the Mortgage Loans, the Custodian, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor, the Master Servicer and the Trustee (as holder of an Initial Certification substantially in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates form of Exhibit One to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges Custodial Agreement, receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretorelated Custodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor, the Master Servicer and the Trustee an Interim Certification substantially in the form annexed as Exhibit Two to the related Custodial Agreement. In conducting such review, the Trustee or Custodian, on behalf of the Trustee, will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular Trustee or the Custodian, on its face (handwritten additionsbehalf, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On . If the Trustee or about the 75th day following Custodian, on its behalf, finds any document constituting part of the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) File has not been completed (based solely executed or received, or to be unrelated, determined on receipt by the Custodian basis of the particular documents showing evidence of Mortgagor name, original principal balance and loan number, to the recordation/filingMortgage Loans identified in Exhibit B, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a "Material Defect"), the Custodian Trustee or the Custodian, on its behalf, shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each upon completion of the other parties hereto (substantially review of all files, but in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more no event later than 180 90 days after the Closing Date, notify the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it Sponsor. In accordance with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to Purchase Agreement, the items specified in clause Sponsor (iv)(Aon its own behalf and on behalf of Master Funding) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every shall correct or cure any such defect within ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) from the date of notice from the Trustee or the Custodian, on which its behalf, of the defect and if the Sponsor (on its own behalf and on behalf of Master Funding) fails to correct or cure the defect within such exceptions are eliminated period, and such recordation/filing has been completed, defect materially and (ii) adversely affects the date on which all interests of the affected Certificateholders in the related Mortgage Loans are removed from the Trust FundLoan, the Custodian Trustee or the Custodian, on its behalf, shall deliver electronically (including in Excel-compatible format) to each of enforce the other parties hereto, Sponsor's obligation pursuant to the Mortgage Loan SellersPurchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan (on its own behalf and on behalf of Master Funding) at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any Serviced Companion Loan Holderssuch cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor (on its own behalf and on behalf of Master Funding) to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder Sponsor (on its own behalf and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan if the Subordinate Class Representative an update Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor (on its own behalf and on behalf of Master Funding) cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Sponsor (on its own behalf and on behalf of Master Servicer has Funding) shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address and e-mail address of each initial Serviced Companion Loan Holder if such receipt is set forth on Schedule IX hereto. (c) If not available, a Responsible Repurchase Party substitutes a Replacement Mortgage Loan certificate confirming that such documents have been accepted for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loanrecording, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned delivery to the Trustee will or the Custodian, on its behalf, shall be delivered effected by the Sponsor (on the new national forms its own behalf and in recordable form and will be filed in the state on behalf of incorporation or organization as so indicated on the documents provided. (dMaster Funding) None within thirty days of its receipt of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdictionoriginal recorded document. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such Material Defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller fails to correct or cure the Material Defect within such period, and such Material Defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or the Custodian's notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided that, if such Material Defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such Material Defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and those documents described in subsections (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerb)(I)(iv), (Bv) appear to have been executed and (Cvii) purport of Section 2.01 and subsection (b)(II)(ix) of Section 2.01, the Trustee's and Custodian's obligations shall extend only to relate the documents actually delivered to the Custodian pursuant to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in subsections). In accordance with the Mortgage Loan Schedule with respect to Purchase Agreement, the items specified in clause (iv)(A) and clause (vi) Seller shall correct or cure any such Material Defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the definition Material Defect and if the Seller is unable to cure such Material Defect within such period, and if such Material Defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or Custodian's notification, provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, until the earlier of (i) the date on which provided that, if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to Material Defect would cause the Mortgage Loan Sellersto be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any Serviced Companion Loan Holderssuch cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such Material Defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and Seller shall not be required to purchase such Mortgage Loan, if the Subordinate Class Representative an update Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Master Servicer has Seller shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and e-mail address delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoits receipt of the original recorded document. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Seller shall provide to the Securities Administrator and the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Seller, as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule, which was previously delivered to it by the Depositor in a form agreed to between the Depositor and the Master Servicer, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the Seller to repurchase or substitute for any Mortgage Loan a Substitute Mortgage Loan as to which such a Material Defect in a constituent document exists shall be the sole remedy respecting such defect available to the Certificateholders or to the Trustee on their behalf. (d) Anything in this Section 2.02 to the contrary notwithstanding, a Material Defect will be deemed not to materially and adversely affect the interest of the Certificateholders in the related Mortgage Loan Seller as unless such defect materially interferes with the applicable Servicer's ability to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in foreclose on the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveProperty.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Trustee. To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The applicable Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The applicable Master Servicer shall provide the contact name, mailing address and e-mail address of any the Serviced Pari Passu Companion Loan Holder to the applicable Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the such Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the any Master Servicer, any Sub-Servicer, the any Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master ServicerServicers, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interestand, Class B Regular Interest and Class C Regular Interest). To to the extent that the any Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections Section 1.04, Section 2.02(c) and Section 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or a copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Pari Passu Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan (other than a Non-Trust-Serviced Pooled Mortgage Loan) includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan (other than a Non-Trust-Serviced Pooled Mortgage Loan) should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trust Advisor or the Trust Advisor Custodian is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trust Advisor or the Trust Advisor Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses clause (i)) and, (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered by an Initial Certification substantially in the form of Exhibit One to it (copies of which are part the Custodial Agreement receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Trustee an Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification substantially in the form annexed as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vii) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it within 90 days from the date of notice from the Trustee of the defect and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage FileLoan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price, provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents. Every ninety (90) or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller shall provide to the Master Servicer written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges receipt of, subject to its further review and the exceptions it notes pursuant to the other provisions in this Section 2.02procedures described below, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files it pursuant to Section 2.01 and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it holds and will continue to hold such those documents and any amendments, replacements or supplements thereto and all other documents received by it that constitute portions assets of the Mortgage Files, and that it holds and will hold the Original Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Trust Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and Holders of the Certificates. No later than 45 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within 5 Business Days after the receipt by the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interestthereof). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust Trustee agrees, for the benefit of the Trustee. Certificateholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and the Master Servicer an Initial Certification substantially in the form annexed hereto as Exhibit G. In connection with the foregoingconducting such review, the Custodian hereby certifies to each Trustee will ascertain whether all required documents have been executed and received and whether those documents relate, determined on the basis of the other parties heretoMortgagor name, each original principal balance and loan number, to the Mortgage Loan Seller and each Underwriter thatLoans it has received, as to each Mortgage Loan, except as specifically identified in the Schedule of Exceptions Exhibit B-1 to Mortgage File Delivery attached hereto this Agreement, as Schedule IIsupplemented (PROVIDED, (i) all documents specified in clause (i) of the definition of “Mortgage File” are in its possessionHOWEVER, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it that with respect to such Mortgage Loan has been reviewed by it and those documents described in subclauses (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerb)(iv), (B) appears to have been executed (where appropriateb)(v) and (Cb)(vi) purports of Section 2.01, the Trustee's obligations shall extend only to relate documents actually delivered pursuant to such Mortgage Loansubsections). The Custodian In performing any such review, the Trustee may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B-1 or to appear to be defective on its face, the Trustee shall promptly notify BSMCC. BSMCC shall correct or cure any such defect within 60 days from the date of notice from the Trustee of the defect and if BSMCC fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, BSMCC will, subject to Section 2.04, within 90 days from the Trustee's notification purchase such Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that if such defect relates solely to the inability of BSMCC to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, BSMCC shall not be required to purchase such Mortgage Loan if BSMCC delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller and the Master Servicers, a Final Certification substantially in the form annexed hereto as Exhibit H. In conducting such review, the Trustee will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B-1 or to appear defective on its face, the Trustee shall promptly notify BSMCC shall correct or cure any such defect or shall deliver to the Trustee an appropriate receipt Opinion of recording/filing therefor); (iii) all documents received by it with respect Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by within 60 days from the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on date of notice from the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) Trustee of the definition defect and if BSMCC is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety (90) Loan, BSMCC shall, subject to Section 2.04, within 90 days from the Trustee's notification purchase such Mortgage Loan at the Repurchase Price; PROVIDED, HOWEVER, that if such defect relates solely to the inability of BSMCC to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been returned by the applicable jurisdiction, BSMCC shall not be required to purchase such Mortgage Loan, if BSMCC delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is BSMCC in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, BSMCC shall provide the Custodian may conclusively rely on Repurchase Price to the Trustee for deposit in the appropriate subaccount of the Certificate Account and shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the appropriate subaccount of the Certificate Account, the Trustee shall release to BSMCC the related Mortgage Loan Seller File and shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by BSMCC as are necessary to the purported genuineness of any such document vest in BSMCC title to and any signature thereon. It is understood that the scope of the Custodian’s review of rights under the Mortgage Files is limited solely Loan. Such purchase shall be deemed to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that a material portion to reflect such repurchase and shall promptly notify the Master Servicers and the Rating Agencies of the interest such amendment. The obligation of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the BSMCC to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it (or the Custodian, on its behalf) by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trusteedocuments (or certified copies thereof) delivered to it or the Custodian, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of pursuant to Section 2.01, and declares that it (ior the Custodian, on its behalf) the Original Mortgage Loans will continue to hold those documents and all documents delivered to the Custodian that constitute portions of the related Mortgage Files any amendments, replacements or supplements thereto and (ii) all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in (or the Trust FundCustodian, on its behalf) as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, with respect to the Mortgage Loans, the Custodian, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor, the Master Servicer and the Trustee (as holder of an Initial Certification substantially in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part form of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Exhibit One to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part Custodial Agreement, receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor, the Master Servicer and the Trustee an Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In conducting such review, the Trustee or Custodian, on behalf of the Trustee, will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular Trustee or the Custodian, on its face (handwritten additionsbehalf, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On . If the Trustee or about the 75th day following Custodian, on its behalf, finds any document constituting part of the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) File has not been completed (based solely executed or received, or to be unrelated, determined on receipt by the Custodian basis of the particular documents showing evidence of Mortgagor name, original principal balance and loan number, to the recordation/filingMortgage Loans identified in Exhibit B, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a "Material Defect"), the Custodian Trustee or the Custodian, on its behalf, shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each upon completion of the other parties hereto (substantially review of all files, but in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more no event later than 180 90 days after the Closing Date, notify the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it Sponsor. In accordance with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to Purchase Agreement, the items specified in clause Sponsor (iv)(Aon its own behalf and on behalf of Master Funding) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every shall correct or cure any such defect within ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) from the date of notice from the Trustee or the Custodian, on which its behalf, of the defect and if the Sponsor (on its own behalf and on behalf of Master Funding) fails to correct or cure the defect within such exceptions are eliminated period, and such recordation/filing has been completed, defect materially and (ii) adversely affects the date on which all interests of the affected Certificateholders in the related Mortgage Loans are removed from the Trust FundLoan, the Custodian Trustee or the Custodian, on its behalf, shall deliver electronically (including in Excel-compatible format) to each of enforce the other parties hereto, Sponsor's obligation pursuant to the Mortgage Loan SellersPurchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan (on its own behalf and on behalf of Master Funding) at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any Serviced Companion Loan Holderssuch cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor (on its own behalf and on behalf of Master Funding) to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder Sponsor (on its own behalf and on behalf of Master Funding) shall not be required to purchase such Mortgage Loan if the Subordinate Class Representative an update Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor (on its own behalf and on behalf of Master Funding) cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Sponsor (on its own behalf and on behalf of Master Servicer has Funding) shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address and e-mail address of each initial Serviced Companion Loan Holder if such receipt is set forth on Schedule IX hereto. (c) If not available, a Responsible Repurchase Party substitutes a Replacement Mortgage Loan certificate confirming that such documents have been accepted for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loanrecording, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned delivery to the Trustee will or the Custodian, on its behalf, shall be delivered effected by the Sponsor (on the new national forms its own behalf and in recordable form and will be filed in the state on behalf of incorporation or organization as so indicated on the documents provided. (dMaster Funding) None within thirty days of its receipt of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdictionoriginal recorded document. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the related Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each Mortgage Loan, except as specifically identified in the Schedule of Exceptions to related 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the Custodian’s notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Seller (provided, however, that with respect to those documents described in subsections (i) determine whether any of the documents specified in clauses (iii), (iv)(Bb)(iv), (v), (vi), (vii), (ix) and (xivii) through of Section 2.01, the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or Custodian’s notification, provide a Substitute Mortgage Loan (xviiiif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Seller delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Seller cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer who in turn will remit to the Securities Administrator the Repurchase Price for deposit in the Distribution Account and any signature thereon. It is understood that the scope Seller shall provide to the Master Servicer, Securities Administrator, the Paying Agent and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Distribution Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Seller, as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Paying Agent. The Trustee or the Custodian, as agent of the effective date with respect to a title policy or the date of funding with respect to a title commitment)Trustee, (x) (if shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase or substitute for any Mortgage Loan Schedule specifies that a Substitute Mortgage Loan as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificateholders. To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Pari Passu Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Pari Passu Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any the Serviced Pari Passu Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any the Serviced Pari Passu Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Pari Passu Companion Loan Holder is set forth on Schedule IX X hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, with respect to the Initial Mortgage Loans, or a Subsequent Transfer Date, with respect to any Subsequent Mortgage Loans, the Custodian, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or within 90 days of Credit in trust a Subsequent Transfer Date, with respect to any Subsequent Mortgage Loans, or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Initial Mortgage Loans identified in Exhibit B, or the Subsequent Mortgage Loans identified on Exhibit 1 to the related Subsequent Transfer Instrument, as the case may be, or to appear defective on its face (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase Agreement, as the case may be, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller’s obligation pursuant to the Mortgage Loan Purchase Agreement or a Subsequent Mortgage Loan Purchase Agreement, as the case may be, within 90 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date or the Subsequent Transfer Date, as applicable. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date (or within 180 days of a Subsequent Transfer Date, with respect to any Subsequent Mortgage Loans, or with respect to any Substitute Mortgage Loan, within five Business Days after the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Trustee or the Custodian thereof), the Trustee or the Custodian, as its agent, will review, for the benefit of the particular recorded/filed documents Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an appropriate receipt original of recording/filing therefor); each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerthose documents described in Sections 2.01(b)(iv), (Bv) appear to have been executed and (C) purport vii), the Trustee’s and Custodian’s obligations shall extend only to relate the documents actually delivered to the Trustee or the Custodian pursuant to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in Sections). In accordance with the Mortgage Loan Schedule with respect to Purchase Agreement or a Subsequent Mortgage Loan Purchase Agreement, as the items specified in clause (iv)(A) and clause (vi) case may be, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the definition Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement or a Subsequent Mortgage Loan Purchase Agreement, as the case may be, to provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, until the earlier of (i) the date on which however, that if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to defect would cause the Mortgage Loan Sellersto be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any Serviced Companion Loan Holderssuch cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and Seller shall not be required to purchase such Mortgage Loan, if the Subordinate Class Representative an update Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date or the Subsequent Transfer Date, as applicable. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Master Servicer has Seller shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and e-mail address delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoits receipt of the original recorded document. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Seller shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s)Certificateholders. The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by Trustee or the Custodian Custodian, as its agent, will review, for the benefit of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documentsCertificateholders, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents Files delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall will execute and deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or cause to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements executed and delivered to the Custodian Depositor and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File indicating otherwisehas not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"), the Custodian may assumeTrustee or the Custodian, for purposes of as its agent, shall promptly notify the certification(s) to be delivered pursuant to this Section 2.02(c)Mortgage Loan Seller (provided, however, that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and those documents described in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. subsections (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(BI)(b)(iv), (v), (vi), (vii), (ix) and (xiviii)(2) through of Section 2.01 and subsection (xviiiII)(ix) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Mortgage Loan Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of “the Mortgage File” exist Loan Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be delivered effected by the Mortgage Loan Sellers in respect Seller within thirty days of any its receipt of the original recorded document. (c) In the event that a Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to is purchased by the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Loan Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Mortgage Loan Seller shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in Seller the related Mortgaged Property consists Mortgage File and the Trustee shall execute and deliver all instruments of a leasehold interest) and (xx) (if transfer or assignment, without recourse, representation or warranty, furnished to it by the Mortgage Loan Schedule specifies that Seller, as are necessary to vest in the Mortgaged Property type Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Depositor in a hospitality property) form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the definition of “Mortgage File” have been received by it and Loan Seller to repurchase any Mortgage Loan as to which such additional information as will a defect in a constituent document exists shall be necessary for delivering the certifications required by subsections (a) and (b) abovesole remedy respecting such defect available to the Certificateholders or to the Trustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s)Certificateholders. The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.to

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To with respect to the extent that the Initial Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (i.e. torn, mutilated, or otherwise physically altered) (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly, upon completion of the review of all files, but in no event later than 90 days after the Closing Date, notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Sponsor (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Sponsor is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (xi9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) through (xviiior Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the definition Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Sponsor to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Sponsor delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Sponsor cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as Sponsor shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Sponsor shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Sponsor, as are necessary to a vest in the Sponsor title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Sponsor to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered to it (copies of which are part by an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing thereforthe Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"); , the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and those documents described in subsections (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the BorrowerI)(b)(iv), (Bv) appear to have been executed and (Cvii) purport of Section 2.01 and subsection (II)(ix) of Section 2.01, the Trustee's obligations shall extend only to relate the documents actually delivered pursuant to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in subsections). In accordance with the Mortgage Loan Schedule with respect to Purchase Agreement, the items specified in clause (iv)(A) and clause (vi) Mortgage Loan Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the definition of “Material Defect and if the Mortgage Loan Schedule” accurately reflects Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the information set forth interests of the Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, until the earlier of (i) the date on which provided that, if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to defect would cause the Mortgage Loan Sellersto be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any Serviced Companion such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of the Mortgage Loan HoldersSeller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update Mortgage Loan Seller shall not be required to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original purchase such Mortgage Loan. Such delivery shall be deemed to constitute a certification of , if the substance of Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoClosing Date. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by the Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates and MBIA. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor, MBIA and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders and MBIA, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor, MBIA and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or the Custodian's notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders and MBIA, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor, MBIA and the Trustee a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee or the Custodian, as its agent, shall promptly notify the Seller (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it provided, however, that with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the those documents described in clause subsections (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(Bb)(I)(iv), (v), (vi), (vii), (ix) and (xiviii)(2) through and (xviii3) of Section 2.01 and subsection (b)(II)(ix) of Section 2.01, the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the Custodian pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee's or Custodian's notification, provide a Substitute Mortgage Loan (if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Seller delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Seller cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Securities Administrator and the Trustee and MBIA written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies, MBIA and the Master Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase or substitute for any Mortgage Loan Schedule specifies that a Substitute Mortgage Loan as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it Certificateholders and such additional information as will be necessary for delivering MBIA or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered by an Initial Certification substantially in the form of Exhibit One to it (copies of which are part the Custodial Agreement receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Master Servicer an Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification substantially in the form annexed as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vii) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it within 90 days from the date of notice from the Trustee of the defect and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage FileLoan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price, provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents. Every ninety (90) or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Trustee, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered to it (copies by an Initial Certification substantially in the form of which are part Exhibit J-1 hereto receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee thereof), the Trustee agrees, for the benefit of the TrusteeCertificateholders, to review each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and the Servicer an Interim Certification substantially in the form annexed as Exhibit J-2 hereto. In connection with the foregoingconducting such review, the Custodian hereby certifies to each Trustee will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the other parties heretoMortgagor name, each original principal balance and loan number, to the Mortgage Loan Seller and each Underwriter thatLoans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian Trustee may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification substantially in the form annexed as Exhibit J-3 hereto. In conducting such review, the Trustee will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vii) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it within 90 days from the date of notice from the Trustee of the defect and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety (90) Loan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price, provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Servicer the Repurchase Price for deposit in the Protected Account and the Mortgage Loan Seller shall provide to the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Protected Account, the Seller shall notify the Trustee and the Trustee (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it (or the Custodian, as its agent) by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of it (or the related Mortgage Files Custodian, as its agent) will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in (or the Trust FundCustodian, as its agent) as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller’s obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Seller (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) and (xi) through (xviiior purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the definition Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Seller delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Seller cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Seller in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Securities Administrator and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Securities Administrator. The Master Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Master Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it (or the Custodian, as its agent) by the Depositor and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of it (or the related Mortgage Files Custodian, as its agent) will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in (or the Trust FundCustodian, as its agent) as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders Holders of the Certificates. On the Closing Date, the Custodian, with respect to the Mortgage Loans, shall acknowledge with respect to each Mortgage Loan by delivery to the Depositor and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges an Initial Certification receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a “Material Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Seller’s obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Seller (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee’s and Custodian’s obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (xi9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) through (xviiior Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the definition Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Seller to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Seller delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Seller cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Seller in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as shall remit to the purported genuineness of any such document Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and any signature thereon. It is understood that the scope Seller shall provide to the Securities Administrator and the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Seller, as are necessary to a vest in the Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Securities Administrator. The Master Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Master Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Seller to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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 The Trustee (on behalf of the Trust) acknowledges the sale, through transfer and assignment of the Custodian on its behalfTrust Fund to it by the Depositor and receipt of, of subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it holds, the documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to it or the Custodian Custodian, as its agent, pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that with respect to the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationLoans, the Custodian shall also hold such acknowledge with respect to each Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating by delivery to the Mortgage Loans or Serviced Loan Combination delivered to it (copies Depositor and the Trustee of which are part an Initial Certification receipt of the Mortgage File, but without review of such Mortgage File, except to the extent necessary to confirm that such Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or with respect to any Substitute Mortgage Loan, within five (5) and agrees to hold such Letters of Credit in trust Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the Trustee an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Seller Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and each Underwriter thatloan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File has not been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B, or to appear defective on its face (a "Material Defect"), the Trustee or the Custodian, as its agent, shall promptly notify the Sponsor. In accordance with the Mortgage Loan Purchase Agreement the Sponsor shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Sponsor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Sponsor's obligation pursuant to the Mortgage Loan Purchase Agreement within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Sponsor to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan if the Sponsor delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Sponsor cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property Date (or with respect to any Substitute Mortgage Loan that has two Loan, within five (5) Business Days after the receipt by the Trustee or more Borrowersthe Custodian thereof), the Trustee or the Custodian, as its agent, will review, for each related Borrower). To the extent appropriate under applicable lawbenefit of the Certificateholders, the UCC Financing Statements Mortgage Files delivered to it and will execute and deliver or cause to be assigned executed and delivered to the Depositor and the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositora Final Certification. In conducting such review, the Certificate AdministratorTrustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian Trustee or the Trust Advisor is under any duty or obligation Custodian, as its agent, shall promptly notify the Sponsor (provided, however, that with respect to (i) determine whether any of the those documents specified described in clauses (iii), (iv)(BSections 2.01(b)(iv), (v), (vi), ) and (vii), the Trustee's and Custodian's obligations shall extend only to the documents actually delivered to the Trustee or the Custodian pursuant to such Sections). In accordance with the Mortgage Loan Purchase Agreement, the Sponsor shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the Material Defect and if the Sponsor is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Sponsor's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (ixif within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price; provided, however, that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (xi9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) through (xviiior Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the definition Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered; provided, further, that if such defect relates solely to the inability of “Mortgage File” exist the Sponsor to deliver the original Security Instrument or are intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Sponsor shall not be required to be delivered by purchase such Mortgage Loan, if the Mortgage Loan Sellers Sponsor delivers such original documents or certified copy promptly upon receipt, but in respect of any Mortgage Loan unless such item(s) are specified on no event later than 360 days after the related Mortgage File Checklist, or (ii) inspect, review or examine any of Closing Date. The foregoing repurchase obligation shall not apply in the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine event that the same are valid, legal, effective, genuine, binding, enforceable, sufficient Sponsor cannot deliver such original or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Sponsor shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Sponsor within thirty days of its receipt of the original recorded document. (c) In the event that a Mortgage Loan is purchased by the Sponsor in accordance with the requirements of any applicable jurisdiction, Sections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as Sponsor shall remit to the purported genuineness of any such document Servicer the Repurchase Price for deposit in the Custodial Account and any signature thereon. It is understood that the scope Sponsor shall provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Custodial Account, the Depositor shall notify the Trustee and the Custodian, as agent of the Trustee (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Sponsor the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the effective date with respect Sponsor, as are necessary to a vest in the Sponsor title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Servicer shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by the Depositor in a material portion form agreed to between the Depositor and the Servicer, to reflect such repurchase and shall promptly notify the Trustee of such amendment and the Trustee shall promptly notify the Rating Agencies and the Servicer of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Sponsor to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01 and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered by an Initial Certification substantially in the form of Exhibit One to it (copies of which are part the Custodial Agreement receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Master Servicer an Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller or the related Originator, as applicable. In accordance with the Mortgage Loan Purchase Agreement, the related Assignment Agreement or the related Servicing Agreement, the Mortgage Loan Seller or the related Originator shall correct or cure any such defect within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller or the related Originator fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller or the related Originator's obligation pursuant to the Mortgage Loan Purchase Agreement, the related Assignment Agreement or the related Servicing Agreement, as applicable, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; PROVIDED, HOWEVER, that if such defect relates solely to the inability of the Mortgage Loan Seller or the related Originator to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller or the related Originator shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller or the related Originator, as applicable, delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller or the related Originator cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller or the related Originator, as applicable, shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller or the related Originator, as the case may be, within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification substantially in the form annexed as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File to not have been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it PROVIDED, HOWEVER, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the related Servicing Agreement or the related Assignment Agreement, the Mortgage Loan Seller or the related Originator shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect Seller or the related Originator, as applicable, is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety (90) Loan, the Trustee shall enforce the Mortgage Loan Seller or the related Originator's obligation under the Mortgage Loan Purchase Agreement, the related Servicing Agreement or the related Assignment Agreement to purchase such Mortgage Loan at the Repurchase Price, PROVIDED, HOWEVER, that if such defect relates solely to the inability of the Mortgage Loan Seller or the related Originator to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller or the related Originator, as applicable, shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller or the related as the case may be, delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on Seller or the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Originator in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian Mortgage Loan Seller or the related Originator (upon direction from the Trustee) shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller or the related Originator shall provide to the Master Servicer written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent, (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan) shall release to the Mortgage Loan Seller or the related Originator, as the case may conclusively rely on be, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Mortgage Loan Seller or the related Originator as are necessary to vest in the purported genuineness Mortgage Loan Seller or the related Originator, as applicable, title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller or the related Originator to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans 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, through the Custodian on its behalf, of (i) the Original Mortgage Loans and all documents delivered to the Custodian that constitute portions of the related Mortgage Files and (ii) all other assets delivered to the Custodian and included in the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other 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 and the Trustee (as holder of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificateholders. To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationPartitioned Mortgage Loan, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s)Junior Interest Holders. The Master Servicer acknowledges receipt of all of the original Letters of Credit relating to the Mortgage Loans or Serviced Loan Combination delivered to it (copies of which are part of the Mortgage File) and agrees to hold such Letters of Credit in trust for the benefit of the Trustee. In connection with the foregoing, the Custodian hereby certifies to each of the other parties hereto, each Mortgage Loan Seller and each Underwriter Initial Purchaser that, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnity, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it 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 Mortgage Loan. The Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. (b) On or about the 75th [75th] day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian Trustee of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)paragraph) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan the Junior Interest Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Junior Interest Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more than 180 [180] days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) has been completed (based solely on receipt by the Custodian of the particular recorded/filed documents or an appropriate receipt of recording/filing therefor); (iii) all documents received by it with respect to such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(Aiii)(A) and clause (vi) of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the related Mortgage File. Every ninety ([90) ] days after such 75th [75th] day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan the Junior Interest Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan each Junior Interest Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th [30th] day following the related date of substitution (and, if any exceptions are noted, every ninety ([90) ] days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c2.02(a) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c2.02(b), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-ServicerSubservicer, the Special Servicer, Servicer or the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on the related Mortgage Loan Seller as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) above.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust Fund to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest Certificates and Class C Regular Interest)MBIA. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered by delivery to it (copies the Seller, the Trustee and MBIA of which are part an Initial Certification receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders and MBIA, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Trustee and MBIA an Interim Certification. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders and MBIA, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller, the Trustee and MBIA, a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing thereforthe Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face (a "Material Defect"); , the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (v) and (vii) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee and MBIA an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear such determination to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as be made without regard to the foregoing documentsPolicy) within 90 days from the date of notice from the Trustee or the Custodian, as its agent, of the information set forth in Material Defect and if the Mortgage Loan Schedule with respect Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the items specified in clause (iv)(A) and clause (vi) interests of the definition of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety Loan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to provide a Substitute Mortgage Loan (90) days after such 75th day following if within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price, until the earlier of (i) the date on which provided that, if such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to defect would cause the Mortgage Loan Sellersto be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any Serviced Companion such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered, provided, however, that if such defect relates solely to the inability of the Mortgage Loan HoldersSeller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Subordinate Class Representative an update Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the exception report annexed to the certification described above substantially appropriate recording office in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of applicable jurisdiction because such Exhibit M (except as set forth in document has not been returned by such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, office; provided that the Master Servicer has Mortgage Loan Seller shall instead deliver a recording receipt of such information. The contact namerecording office or, mailing address if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and e-mail address delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of each initial Serviced Companion Loan Holder is set forth on Schedule IX heretoits receipt of the original recorded document. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Master Servicer the Repurchase Price for deposit in the Master Servicer Collection Account and the Mortgage Loan Seller shall provide to the Trustee and MBIA written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Master Servicer Collection Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, representation or warranty, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Master Servicer, to reflect such repurchase and shall promptly notify the Rating Agencies, Master Servicer and MBIA of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders and MBIA or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest)Certificates. To On the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan CombinationClosing Date, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating Custodian, with respect to the Mortgage Loans or Serviced Loans, shall acknowledge with respect to each Mortgage Loan Combination delivered by an Initial Certification substantially in the form of Exhibit One to it (copies of which are part the Custodial Agreement receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters of Credit in trust Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, with respect to any Qualified Substitute Mortgage Loan or any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Underlying Seller and each Underwriter thatthe Seller an Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Underlying Seller and the Mortgage Loan Seller. The Trustee shall cause the Underlying Seller to correct or cure any such defect in accordance with the Servicing Agreement and the Assignment Agreement within ninety (90) days from the date of notice from the Trustee or the Custodian, as the Trustee's agent, of the defect and if the Underlying Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as the Trustee's agent, shall enforce the Underlying Seller's obligation pursuant to the related Servicing Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Underlying Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Underlying Seller shall not be required to purchase such Mortgage Loan if the Underlying Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 240 days of its submission for recordation (or such longer period reasonably consented to by the Trustee) in accordance with the related Servicing Agreement. The foregoing repurchase obligation shall not apply in the event that the Underlying Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Trustee shall cause the Underlying Seller to instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and shall cause delivery by the Underlying Seller to the Trustee or the Custodian, as the Trustee's agent, within thirty days of the Underlying Seller's receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification substantially in the form annexed as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Underlying Seller (iii) all documents received by it provided, however, that with respect to those documents described in subsection (b)(iv), (b)(v) and (b)(vi) of Section 2.01, the Trustee's obligations shall extend only to the documents actually delivered pursuant to such subsections). In accordance with the related Servicing Agreement, the Trustee shall cause the Underlying Seller to correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in such Mortgage Loan have been reviewed by it and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by within 90 days from the Borrower), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan; and (iv) based on date of notice from the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clause (iv)(A) and clause (vi) Trustee of the definition defect and if the Underlying Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of “Mortgage Loan Schedule” accurately reflects the information set forth Certificateholders in the related Mortgage File. Every ninety (90) days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust FundLoan, the Custodian Trustee shall deliver electronically (including in Excel-compatible format) enforce the Underlying Seller's obligation under the respective Servicing Agreement and the Assignment Agreement to each purchase such Mortgage Loan at the Repurchase Price, provided, however, that if such defect relates solely to the inability of the other parties heretoUnderlying Seller to deliver the original Security Instrument or intervening assignments thereof, to or a certified copy, because the Mortgage Loan Sellersoriginals of such documents or a certified copy, any Serviced Companion Loan Holdershave not been returned by the applicable jurisdiction, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update Underlying Seller shall not be required to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original purchase such Mortgage Loan. Such delivery shall be deemed , if the Trustee causes the Underlying Seller to constitute a certification deliver such original documents or certified copy promptly upon receipt, but in no event later than 240 days of the substance of the matters set forth in the form of its submission for recordation (or such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder longer period reasonably consented to the Special Servicer, by the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto). (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Underlying Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Trustee shall cause the related Mortgage Loan Underlying Seller as to remit to the purported genuineness of any such document Trustee the Repurchase Price for deposit in the Distribution Account and any signature thereon. It is understood that the scope Trustee shall cause the Underlying Seller to provide to the Trustee written notification detailing the components of the Custodian’s review Repurchase Price. Upon deposit of the Mortgage Files is limited solely to confirming that Repurchase Price in the documents specified Distribution Account by the Trustee, the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in clauses (i), (ii), (iii), (iv) (except the form of Exhibit D attached hereto with respect to a Non-Trust-Serviced Pooled such Mortgage Loan), (viii) (without regard shall release to the verification Underlying Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the effective date with respect Underlying Seller as are necessary to a vest in the Underlying Seller title policy or to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date of funding with respect to a title commitment), (x) (if on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule specifies that Schedule, which was previously delivered to it by Seller in a material portion form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies of such amendment. The obligation of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Underlying Seller to repurchase any Mortgage Loan Schedule specifies that as to which such a defect in a constituent document exists shall be the Mortgaged Property type is a hospitality property) of sole remedy respecting such defect available to the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering Certificateholders or to the certifications required by subsections (a) and (b) aboveTrustee on their behalf.

Acceptance of Mortgage Loans by Trustee. (a) Subject The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Seller and receipt of, subject to further review and the exceptions which may be noted pursuant to the other provisions in this Section 2.02procedures described below, and declares that it holds, the Trustee, by its execution and delivery of this Agreement, hereby accepts receipt on behalf of the Trust, through the Custodian on its behalf, of documents (ior certified copies thereof) the Original Mortgage Loans and all documents delivered to the Custodian it pursuant to Section 2.01, and declares that constitute portions of the related Mortgage Files it will continue to hold those documents and (ii) any amendments, replacements or supplements thereto and all other assets delivered to the Custodian and included in of the Trust Fund, in good faith and without notice of any adverse claim. The Custodian declares that it 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 Mortgage Loans and such other assets, together with any other Mortgage Loans and assets subsequently Fund delivered to it that are to be included in the Trust Fund, as Trustee in trust for the exclusive use and benefit of all present and future Certificateholders and the Trustee (as holder Holders of the Class A-S Regular InterestCertificates. On the Closing Date, Class B Regular Interest and Class C Regular Interest). To the extent that the Mortgage File relates to a Mortgage Loan that is part of a Serviced Loan Combination, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Serviced Companion Loan Holder(s). The Master Servicer acknowledges receipt of all of the original Letters of Credit relating with respect to the Mortgage Loans Loans, or Serviced the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans, the Custodian, shall acknowledge with respect to each Mortgage Loan Combination delivered by an Initial Certification substantially in the form of Exhibit One to it (copies of which are part the Custodial Agreement receipt of the Mortgage File) and agrees , but without review of such Mortgage File, except to hold the extent necessary to confirm that such Letters Mortgage File contains the related Mortgage Note or lost note affidavit. No later than 90 days after the Closing Date (or, within 90 days of Credit in trust the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans, or with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Trustee. In connection with the foregoingCertificateholders, to review or cause to be reviewed by the Custodian hereby certifies to each of on its behalf (under the other parties heretoCustodial Agreement), each Mortgage Loan File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Seller and each Underwriter thatthe Master Servicer an Interim Certification substantially in the form annexed as Exhibit Two to the Custodial Agreement. In conducting such review, the Trustee or Custodian will ascertain whether all required documents have been executed and received, and based on the Mortgage Loan Schedule, whether those documents relate, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans it has received, as to each 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, and (ii) the original Mortgage Note (or, if accompanied by a lost note affidavit and indemnityLoan Schedule. In performing any such review, the copy of such Mortgage Note) received by it with respect to such Mortgage Loan has been reviewed by it and (A) appears regular on Trustee or the Custodian, as its face (handwritten additionsagent, 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 Mortgage Loan. The Custodian may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller. In accordance with the Mortgage Loan Purchase Agreement (or the Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), the Mortgage Loan Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Mortgage Loan Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee or the Custodian, as its agent, shall enforce the Mortgage Loan Seller's obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee's or the Custodian's notification, to purchase such Mortgage Loan at the Repurchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; PROVIDED, HOWEVER, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document. (b) On or about the 75th day following the Closing Date, the Custodian shall review the documents delivered to it with respect to each Original Mortgage Loan, and the Custodian shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing (and, if any exceptions are noted or if the recordation/filing contemplated by Section 2.01(e) has not been completed (based solely on receipt by the Custodian of the particular documents showing evidence of the recordation/filing), the Custodian shall deliver updates to any exception list attached to such certification in accordance with the penultimate sentence of this paragraph (which exception list shall also be delivered in Excel-compatible format)) to each of the other parties hereto (substantially in the form of Exhibit M), the Mortgage Loan Sellers, any Serviced Companion Loan Holders (in each case, provided that the Custodian has received notice of the identity of and notice address information for such Serviced Companion Loan Holder), the Majority Subordinate Certificateholder and the Subordinate Class Representative that, as to each Original Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report annexed to such certification): (i) the original Mortgage Note specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any (or a copy of such Mortgage Note, together with a lost note affidavit and indemnity) and, except with respect to a Non-Trust-Serviced Pooled Mortgage Loan, the original or copy of documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it; (ii) if such report is due more No later than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(e) Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Seller a Final Certification substantially in the form annexed as Exhibit Three to the Custodial Agreement. In conducting such review, the Trustee or the Custodian, as its agent, will ascertain whether an original of each document required to be recorded has been completed (based solely on receipt by returned from the Custodian recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If the Trustee or the Custodian, as its agent, finds any document constituting part of the particular recorded/filed documents Mortgage File has not been received, or an appropriate receipt to be unrelated, determined on the basis of recording/filing therefor); the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit B or to appear defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Mortgage Loan Seller (iii) all documents received by it PROVIDED, HOWEVER, that with respect to such Mortgage Loan have been reviewed by it and those documents described in subsection (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrowerb)(iv), (Bb)(v) appear to have been executed and (Cb)(vii) purport of Section 2.01, the Trustee's obligations shall extend only to relate the documents actually delivered pursuant to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.02(a) above and this Section 2.02(b) and only as to the foregoing documents, the information set forth in subsections). In accordance with the Mortgage Loan Schedule Purchase Agreement (or the Subsequent Mortgage Loan Purchase Agreement, with respect to the items specified Subsequent Mortgage Loans), the Mortgage Loan Seller shall correct or cure any such defect or EMC shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of Certificateholders in clause (iv)(A) and clause (vi) such Mortgage Loan within 90 days from the date of notice from the Trustee of the definition of “defect and if the Mortgage Loan Schedule” accurately reflects Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the information set forth interests of the Certificateholders in the related Mortgage File. Every ninety (90) Loan, the Trustee shall enforce the Mortgage Loan Seller's obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Repurchase Price, PROVIDED, HOWEVER, that if such defect relates solely to the inability of the Mortgage Loan Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Mortgage Loan Seller shall not be required to purchase such Mortgage Loan, if the Mortgage Loan Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after such 75th day following the Closing Date, until the earlier of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, and (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, the Custodian shall deliver electronically (including in Excel-compatible format) to each of the other parties hereto, to the Mortgage Loan Sellers, any Serviced Companion Loan Holders, the Majority Subordinate Certificateholder and the Subordinate Class Representative an update to the exception report annexed to the certification described above substantially in the form of Exhibit M, which update shall report any remaining outstanding exceptions with respect to each Original Mortgage Loan. Such delivery shall be deemed to constitute a certification of the substance of the matters set forth in the form of such Exhibit M (except as set forth in such exception report). The Master Servicer shall provide the contact name, mailing address and e-mail address of any Serviced Companion Loan Holder to the Special Servicer, the Trustee, the Custodian and the Certificate Administrator to the extent not previously provided thereto, provided that the Master Servicer has such information. The contact name, mailing address and e-mail address of each initial Serviced Companion Loan Holder is set forth on Schedule IX hereto. (c) If In the event that a Responsible Repurchase Party substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Custodian shall review the documents delivered to it with respect to such Replacement Mortgage Loan, and the Custodian shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the 30th day following the related date of substitution (and, if any exceptions are noted, every ninety (90) days thereafter until the earlier of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, and (ii) the date on which such Replacement Mortgage Loan is removed from the Trust Fund). With respect to the documents described in clause (iii) of the definition of “Mortgage File”, absent actual knowledge to the contrary, the Custodian may assume, for purposes of the certification(s) delivered in this Section 2.02(c) or to be delivered pursuant to Section 2.02(b), that the Mortgage File for each Mortgage Loan includes a separate Assignment of Leases. With respect to the documents described in clause (ix) of the definition of “Mortgage File”, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification(s) to be delivered pursuant to this Section 2.02(c), that the Mortgage File for each Mortgage Loan should include a copy of one state-level UCC Financing Statement filed in the state of incorporation or organization of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Borrowers, for each related Borrower). To the extent appropriate under applicable law, the UCC Financing Statements to be assigned to the Trustee will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization as so indicated on the documents provided. (d) None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor is under any duty or obligation to (i) determine whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi), (vii), (ix) and (xi) through (xviii) of the definition of “Mortgage File” exist or are required to be delivered purchased by the Mortgage Loan Sellers in respect of any Mortgage Loan unless such item(s) are specified on the related Mortgage File Checklist, or (ii) inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore, except as expressly provided in Section 2.01(e), none of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, any Sub-Servicer, the Special Servicer, the Custodian or the Trust Advisor shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is Seller in accordance with the requirements of any applicable jurisdiction, Subsections 2.02(a) or whether a blanket assignment is permitted in any applicable jurisdiction. (e) In performing the reviews contemplated by subsections (a) and (b) above, the Custodian may conclusively rely on Mortgage Loan Seller shall remit to the Trustee the Repurchase Price for deposit in the Distribution Account and the Mortgage Loan Seller shall provide to the Master Servicer and the Trustee written notification detailing the components of the Repurchase Price. Upon deposit of the Repurchase Price in the Distribution Account, the Seller shall notify the Trustee and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Mortgage Loan Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Mortgage Loan Seller as are necessary to vest in the purported genuineness Mortgage Loan Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Seller in a form agreed to between the Seller and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of any such document and any signature thereonamendment. It is understood that the scope of the Custodian’s review The obligation of the Mortgage Files is limited solely Loan Seller to confirming that repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the documents specified in clauses (i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard sole remedy respecting such defect available to the verification of Certificateholders or to the effective date with respect to a title policy or the date of funding with respect to a title commitment), (x) (if the Mortgage Loan Schedule specifies that a material portion of the interest of the Borrower in the related Mortgaged Property consists of a leasehold interest) and (xx) (if the Mortgage Loan Schedule specifies that the Mortgaged Property type is a hospitality property) of the definition of “Mortgage File” have been received by it and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) aboveTrustee on their behalf.