Common use of Acceptance of REMIC I by Trustee Clause in Contracts

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement as Exhibit 1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (x), (xi) and (xiv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Notes (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, to deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Trustee shall cause the Custodian to certify Master Servicer a certification in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian to on behalf of the Trustee) shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Assignment Agreement or the Originator Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (x), (xi) and (xiv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian ; to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trustee shall deliver to the Depositor, the Trustee NIMS Insurer and the Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Notes (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, to deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Trustee shall cause the Custodian to certify Master Servicer a certification in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian to on behalf of the Trustee) shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either an Originator under the Responsible Party related Originator Master Agreement or the Seller in the related Mortgage Loan Purchase an Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee (or the Custodian on behalf of the Trustee pursuant to the Custodial Agreement) agrees, to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Notes (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto or the form specified in the Custodial Agreement. The Trustee (or the Custodian on behalf of the Trustee pursuant to the Custodial Agreement) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer on or prior to the Closing Date, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to hereto as Exhibit C-1 or the form specified in the Custodial Agreement as Exhibit 1 (such certification may be combined with the certification given in the preceding paragraph) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x11), (xi12), (15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian on behalf of the Trustee pursuant to deliver as required under the Custodial Agreement Agreement) shall deliver to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to annexed hereto as Exhibit C-2 or the form specified in the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Assignment Agreement or the Originator Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the CustodianTrustee's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (x3), (xi12), (15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the Policy and, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it it, or such Custodian as its agent, holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review (or cause a Custodian on its behalf to review) each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the it or such Custodian and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (xx)(A), (xi), (xv), (xviii) and (xivxx) through (xxiii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trustee shall deliver to the Depositor, the Trustee Master Servicer and the Certificate Insurer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under to the Custodial Agreement to Trustee, the Depositor, the Trustee Master Servicer and the Servicer Certificate Insurer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee or any Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or a Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the Master Servicer and the ServicerCertificate Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other partiesparties and the Certificate Insurer. The Trustee (or a Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the CustodianTrustee's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (x3), (xi12), (15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (ii), (xx)(A), (xi), (xii), (xv), (xvii)(B) and (xiv) xix), of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trustee shall deliver to the Depositor, the Trustee NIMS Insurer and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer and the Master Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller NC Capital in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (ii), (xvi), (xi), (xii), (xv) and (xivxviii) (solely as of origination) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Servicer and the Servicer Certificate Insurer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor Depositor, the Servicer and the ServicerCertificate Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other partiesparties and the Certificate Insurer. The Trustee shall, at the written request and expense of any CertificateholderCertificateholder or the Certificate Insurer, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder or the Certificate Insurer of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), ) through (ii), (xiii), (xi), (xii), (xv) and (xivxviii) (solely as of origination) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trust Administrator, the Trustee acknowledges receipt by and the Custodian acknowledge receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 with respect to the related Mortgage Loans (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrust Administrator and the Trustee each agree to execute and deliver with respect to the related Mortgage Files, and the Trustee agrees to cause the Custodian to execute and deliver (in the form attached to the Custodial Agreement), to the Depositor and the NIMS Insurer on or prior to the Closing Date, an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trust Administrator, the Trustee and the Custodian each agree, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each the Mortgage File in accordance with the Custodial AgreementFiles held by such party and, on or before within 45 days of the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian with respect to the Deutsche Bank Files to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (x), (xi), (xii), (xv) and (xivxviii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trust Administrator, the Trustee (or the Custodian, as applicable) , is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trust Administrator, the Trustee shall cause and the Custodian to shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicers and the Master Servicer a final certification with respect to the related Mortgage Files, in the form annexed hereto as Exhibit C-2 (or, with respect to the Custodian, in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the such Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the CustodianTrust Administrator, on behalf of the Trustee, Trustee or the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodianreview, on behalf of the Trustee, such party shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicers and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicers, the Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party an Originator or the Seller in the related Master Agreements or the Mortgage Loan Purchase Agreement Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trust Administrator, the Trustee or the Custodian, as applicable shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer Servicers for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations NIMS Insurer and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.the

Acceptance of REMIC I by Trustee. (a) The Trustee Trustee, by its execution and delivery of this Agreement, acknowledges receipt by the it or a Custodian on its behalf, subject to the provisions proviso in the definition of Section 2.01 above and subject Mortgage File, to any exceptions noted on the exception report described Schedule of Exceptions to Mortgage File Delivery attached hereto as Exhibit B-2, to the provisions of Sections 2.01, 2.02(c) and 2.02(d) and to the further review provided for in the next paragraph belowSection 2.02(b), of (i) the Mortgage File with respect to each Mortgage Loan (provided that with respect to the documents referred to in Section 2.01 clause (other than such documents described in Section 2.01(v)vi) and all other assets included in of the definition of "REMIC IMortgage File" under clauses (isuch acknowledgment shall apply only to the extent such documents are actually delivered), (iii)ii) a fully executed counterpart of the Mortgage Loan Purchase Agreement, (iv) and (viii) (all other assets delivered to the extent it and included in REMIC I, in good faith and without notice of amounts attributable thereto deposited into the Certificate Account) any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and the other documents delivered to received by it constituting a that constitute portions of the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of "REMIC I" , in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeIn addition, for the benefit Trustee hereby certifies to each of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, other parties hereto and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement as Exhibit 1 Mortgage Loan Seller that, as to each Mortgage Loan listed in on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan Schedule, except as specifically identified in the exception report annexed thereto Schedule of Exceptions to Mortgage File Delivery attached hereto as not being covered by such certification)Exhibit B-2, (i) all documents constituting part specified in clauses (i), (ii), (iv), (vii) and (viii) of such the definition of "Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement File" are in its possessionpossession or the possession of a Custodian on its behalf, (ii) all documents referred to in clause (i) of this sentence received by it or any Custodian with respect to such documents Mortgage Loan have been reviewed by the it or by such Custodian on its behalf and appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor) and purport to relate to such Mortgage Loan Loan, and (iii) based on the Custodian's such examination and only as to the foregoingforegoing documents, the information set forth in the Mortgage Loan Schedule that corresponds with respect to the items (i), specified in clauses (ii), (x), (xiv) and (xivvi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects the information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trustee shall deliver to the Depositor, the Trustee NIMS Insurer and the Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian subject Subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt by it, or a Custodian on its behalf, of the documents referred to in Section 2.01 Mortgage Files (other than such documents described in Section 2.01(v2.01(vi)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I," in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee or a Custodian on its behalf agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such the Mortgage Note included in each Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are is in its possession, possession and (ii) such documents have Mortgage Note has been reviewed by the Custodian it and appear appears regular on their its face and relate relates to such Mortgage Loan and (iii) based on the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (x), (xi) and (xiv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage FileLoan. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) any Custodian on its behalf is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether that they are valid, legal, genuine, enforceable, valid, legally binding, effective in recordable form or appropriate for the represented purpose or whether that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause clauses (vii) through (vi) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If while in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee or a Custodian on its behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify (or cause a Custodian on its behalf to so notify) the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released by the Trustee or the Custodian to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it it, or such Custodian as its agent, holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review (or cause a Custodian on its behalf to review) each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the it or such Custodian and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (ix), (x), (xixiii), (xv) and (xivxvii) through (xx) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under the Custodial Agreement to the DepositorTrustee, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee or any Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or a Custodian on behalf of the Trustee, ) shall so notify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or a Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder Certificateholder, of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), ) through (ii), (xiii), (xi), (xii), (xv) and (xivxviii) (solely as of origination) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. (a) The Trustee Trustee, by its execution and delivery of this Agreement, acknowledges receipt by the it or a Custodian on its behalf, subject to the proviso in the definition of "Mortgage File" and the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described further review provided for in the next paragraph belowSection 2.02(b), of (i) the documents referred to in Section 2.01 Mortgage File for each Mortgage Loan, (other than such documents described in Section 2.01(v)ii) a copy of a fully executed counterpart of the Mortgage Loan Purchase Agreement, and (iii) all other assets delivered to it and included in the definition of "REMIC I" under clauses (i), (iii)in good faith and without notice of any adverse claim, (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) and declares that it or a Custodian on its behalf holds and will hold such documents and the other documents delivered to received by it constituting a that constitute portions of the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of "REMIC I" , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit Holders of the CertificateholdersCertificates. In addition, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement as Exhibit 1 that, as hereby certifies to each Mortgage Loan listed in of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan Seller that, except as specifically identified in the exception report annexed thereto Schedule of Exceptions to Mortgage File Delivery attached hereto as not being covered by such certificationExhibit C, (1) all documents specified in clauses (i) through (x), (ixii), (xiv) all documents constituting part and (xv) of such the definition of "Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement File" are in its possessionpossession or the possession of a Custodian on its behalf, (ii2) such documents have been reviewed by the it or by a Custodian on its behalf and appear regular on their face and relate to such the Mortgage Loan Loans, and (iii3) based on the Custodian's such examination and only as to the foregoingforegoing documents, the information set forth in the Mortgage Loan Schedule that corresponds with respect to the items (i), specified in clauses (ii), (x), (xiv) and (xivvi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawcorrect.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Initial Mortgage Loan or Subsequent Mortgage Loan, as the case may be, listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (xx)(A), (xi), (xii), (xv) and (xivxxii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Initial Mortgage Loans and the Subsequent Mortgage Loans, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the CustodianTrustee's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (x3), (xi12), (15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.the

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee (or the Custodian on behalf of the Trustee pursuant to this Agreement or the Custodial Agreement, as applicable) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Notes (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto or the form specified in the Custodial Agreement. The Trustee (or the Custodian on behalf of the Trustee pursuant to this Agreement or the Custodial Agreement, as applicable) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, to deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Trustee shall cause the Custodian to certify Master Servicer a certification in substantially the form attached to hereto as Exhibit C-1 or the form specified in the Custodial Agreement as Exhibit 1 (such certification may be combined with the certification given in the preceding paragraph) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian on behalf of the Trustee pursuant to deliver as required under this Agreement or the Custodial Agreement Agreement, as applicable) shall deliver to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to annexed hereto as Exhibit C-2 or the form specified in the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either an Originator under the Responsible Party related Originator Master Agreement or the Seller in the related Mortgage Loan Purchase an Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement if a party to this Agreement, otherwise with respect to Deutsche Bank National Trust Company, pursuant to the Custodial Agreement.

Acceptance of REMIC I by Trustee. The Trustee Trust Administrator, on behalf of the Trustee, acknowledges receipt by of the Custodian Policy and, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The TrusteeTrust Administrator agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, (i) as to each Mortgage Loan listed in on Part A of the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (ia) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (iib) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and Loan, (iiic) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (x), (xi), (xii), (xv) and (xivxxii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.information

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in -45- its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the Policy and, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it it, or such Custodian as its agent, holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The TrusteeTrustee agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, shall cause the Custodian to review (or cause a Custodian on its behalf to review) each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the it or such Custodian and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (ix), (x), (xixiii) and (xivxvi) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trustee shall deliver to the Depositor, the Trustee Master Servicer and the Certificate Insurer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under to the Custodial Agreement to Trustee, the Depositor, the Trustee Master Servicer and the Servicer Certificate Insurer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee or any Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or a Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the Master Servicer and the ServicerCertificate Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other partiesparties and the Certificate Insurer. The Trustee (or a Custodian on behalf of the Trustee) shall, at the written request and expense of any CertificateholderCertificateholder or the Certificate Insurer, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder or the Certificate Insurer, as the case may be, of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trust Administrator (in its capacity as Custodian) acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrust Administrator (in its capacity as Custodian) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trust Administrator (in its capacity as Custodian) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Trust Administrator (or the in its capacity as Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee Trust Administrator (in its capacity as Custodian) shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the NIMS Insurer, the Trustee and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trust Administrator (in its capacity as Custodian, on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Trust Administrator (in its capacity as Custodian, on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee Trust Administrator (in its capacity as Custodian) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trust Administrator, the Trustee acknowledges receipt by and the Custodian acknowledge receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 with respect to the related Mortgage Loans (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrust Administrator and the Trustee each agree to execute and deliver with respect to the related Mortgage Files, and the Trustee agrees to cause the Custodian to execute and deliver (in the form attached to the Custodial Agreement), to the Depositor and the NIMS Insurer on or prior to the Closing Date, an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trust Administrator, the Trustee and the Custodian each agree, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each the Mortgage File in accordance with the Custodial AgreementFiles held by such party and, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian Date to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian with respect to the Deutsche Bank Files to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (x), (xi), (xii), (xv) and (xivxviii) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trust Administrator, Trustee (or the Custodian, as applicable) applicable is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trust Administrator, the Trustee shall cause and the Custodian to shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification with respect to the related Mortgage Files, in the form annexed hereto as Exhibit C-2 (or with respect to the Custodian, in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the such Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the CustodianTrust Administrator, on behalf of Trustee or the Trustee, Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodianreview, on behalf of the Trustee, such party shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party related Originator or the Seller in the related Originator Master Agreement or the Mortgage Loan Purchase Agreement Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trust Administrator, Trustee or the Custodian, as applicable shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian on behalf of the Trustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Custodian on behalf of the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the related Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the related Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the related Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian either Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either an Originator under the Responsible Party related Master Agreement or the Seller in the related Mortgage Loan Purchase an Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall(or the Custodian on behalf of the Trustee) shall provide, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the either Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeOn or before the Closing Date, the Trustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days of receipt of the Trustee shall cause the Custodian Qualified Substitute Mortgage Loan) and to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (ii), (xvi), (xi), (xii), (xv) and, solely with respect to Adjustment Dates and Gross Margins, (xivxvii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller Parties in the related Mortgage Loan Purchase Agreement Exhibit B in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (xx)(A), (xi), (xii), (xv) and (xivxxii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (xxii), (xixiii) and (xivxvi) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, to deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Trustee shall cause the Custodian to certify Master Servicer a certification in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian to on behalf of the Trustee) shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Assignment Agreement or the Originator Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's Trustee’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii2), (x3), (xi12), (15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian subject Subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 Trustee acknowledges receipt by it or a Custodian on its behalf the Mortgage Files (other than such documents described in Section 2.01(v2.01(vi)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee or a Custodian on its behalf agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such the Mortgage Note included in each Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are is in its possession, possession and (ii) such documents have Mortgage Note has been reviewed by the Custodian it and appear appears regular on their its face and relate relates to such Mortgage Loan and (iii) based on the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (x), (xi) and (xiv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage FileLoan. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) any Custodian is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether that they are valid, legal, genuine, enforceable, valid, legally binding, effective in recordable form or appropriate for the represented purpose or whether that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause clauses (vii) through (vii) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee or a Custodian on its behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify (or cause a Custodian on its behalf to so notify) the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released by the Trustee or the Custodian to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each the Mortgage File in accordance with the Custodial AgreementFiles held by such party and, to certify on or before the Closing Date, and the Trustee shall cause the Custodian to certify Date (in substantially the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii), (xv) and (xivxviii) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall deliver (or cause the Custodian to deliver as required under the Custodial Agreement deliver) to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification (in substantially the form of th Final Certification attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the such Mortgage Files, with any applicable exceptions noted thereon, thereon and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review review, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Originator in the Originator Master Agreement or the Seller in the related Mortgage Loan Purchase Agreement Assignment Agreement, in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shallshall (or shall cause the Custodian on behalf of the Trustee) provide, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi),(xi), (xxii), (xixv), (xvii), (xviii), (xx) through (xxiii) and (xivxxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Master Servicer and the Servicer Certificate Insurer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor Depositor, the Master Servicer and the ServicerCertificate Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other partiesparties and the Certificate Insurer. The Trustee shall, at the written request and expense of any CertificateholderCertificateholder or the Certificate Insurer, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder or the Certificate Insurer of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by (or the Custodian on behalf of the Trustee) acknowledges receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the CustodianTrustee's examination and only as to the foregoing, the Mortgagor's Name and the street address and city of the Mortgaged Property, and the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (xx)(A), (xixii), (xv) and (xivxix) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement Agreeement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor Depositor, the Trustee and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause request the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (ii), (xvi), (xi), (xii), (xv) and (xivxviii) (solely as of origination) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on its or the Custodian's ’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.the

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by (or the Custodian on behalf of the Trustee) acknowledges receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the CustodianTrustee's examination and only as to the foregoing, the Mortgagor's Name and the street address and city of the Mortgaged Property, and the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (xxii), (xixv) and (xivxix) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor Depositor, the Trustee and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause request the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets assets, and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), ) through (ii), (xiii), (xi) and (xivxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originators or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. (a) The Trustee Trustee, by its execution and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of its right, title and interest in the assets that constitute REMIC I, and further acknowledges receipt by the it or a Custodian on its behalf, subject to the proviso in the definition of "Mortgage File" and the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described further review provided for in the next paragraph belowSection 2.02(b), of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) the Mortgage File delivered to it for each Mortgage Loan and (vii) (to the extent a copy of amounts attributable thereto deposited into the Certificate Account) a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and the other documents delivered to received by it constituting a that constitute portions of the Mortgage FileFiles, and that it holds or and will hold all such assets the Mortgage Loans and such other assets included in the definition of "REMIC I" , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit Custodian hereby certifies to each of the CertificateholdersDepositor, the Master Servicer, the Special Servicer and the Mortgage Loan Sellers, that except as identified in a written notice, a copy of which shall cause have been delivered by the Custodian on or prior to review the Closing Date to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Sellers, without regard to the proviso in the definition of "Mortgage File"; each of the documents specified in clause (i) of the definition of Mortgage File are in accordance with its possession. In addition, within thirty (30) Business Days after the Custodial AgreementClosing, the Trustee or the Custodian on or before its behalf will review the Closing DateMortgage Files and certify to each of the Depositor, the Master Servicer, the Special Servicer and the Trustee shall cause Mortgage Loan Sellers that, except as specifically identified in the Custodian Schedule of Exceptions to certify Mortgage File Delivery in substantially the form attached to the Custodial Agreement annexed hereto as Exhibit 1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)C, (i) without regard to the proviso in the definition of "Mortgage File", all documents constituting part specified in clauses (i) through (v) and (vii), and to the extent provided in the related Mortgage File, clause (vi) of such the definition of "Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement File" are in its possession, (ii) such all documents delivered or caused to be delivered by the Mortgage Loan Sellers constituting the related Mortgage File have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan Loan, and (iii) based on the Custodian's such examination and only as to the foregoingforegoing documents, the information set forth in the Mortgage Loan Schedule that corresponds with respect to the items (i), specified in clauses (ii), (x), (xiv) and (xivvi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instrumentscorrect. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf Custodian may deliver a revised Schedule of the Trustee, finds any document or documents constituting a part of a Exceptions to Mortgage File Delivery to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and within 30 days after the ServicerClosing Date. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor Such revised schedule shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.treated as if it was attached hereto as Exhibit C.

Acceptance of REMIC I by Trustee. (a) The Trustee Trustee, by its execution and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of its right, title and interest in the Mortgage Loans and other assets constituting REMIC I, and further acknowledges receipt by the it or a Custodian on its behalf, subject to the proviso in the definition of "Mortgage File" and the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described further review provided for in the next paragraph belowSection 2.02(b), of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) the Mortgage File delivered to it for each Mortgage Loan and (vii) (to the extent a copy of amounts attributable thereto deposited into the Certificate Account) a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and the other documents delivered to received by it constituting a that constitute portions of the Mortgage FileFiles, and that it holds or and will hold all such assets the Mortgage Loans and such other assets included in the definition of "REMIC I" , in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit Trustee hereby certifies to each of the CertificateholdersDepositor, the Master Servicer, the Special Servicer and the Mortgage Loan Sellers, that except as identified in a written notice, a copy of which shall cause have been delivered by the Trustee or a Custodian on its behalf on or prior to the Closing Date to each of the Depositor, the Master Servicer and the Mortgage Loan Sellers, without regard to the proviso in the definition of "Mortgage File," each of the documents specified in clause (i) of the definition of Mortgage File or a certified copy thereof are in its possession or the possession of a Custodian on its behalf. In addition, within thirty (30) Business Days after the Closing, the Trustee or the Custodian on its behalf will review the Mortgage Files and certify to review each of the Depositor, the Master Servicer, the Special Servicer, each Rating Agency and the Mortgage Loan Sellers that, except as specifically identified in the Schedule of Exceptions to Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify Delivery in substantially the form attached to the Custodial Agreement annexed hereto as Exhibit 1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification)C, (i) without regard to the proviso in the definition of "Mortgage File", all documents constituting part specified in clauses (i) through (v), clause (vii) and, to the extent provided in the Mortgage File, clauses (vi) and (viii) of such the definition of "Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement File" are in its possession, (ii) such all documents delivered or caused to be delivered by the related Mortgage Loan Seller constituting the related Mortgage File have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan Loan, and (iii) based on the Custodian's such examination and only as to the foregoingforegoing documents, the information set forth in the Mortgage Loan Schedule that corresponds with respect to the items (i), specified in clauses (ii), (x), (xiv) and (xivvi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instrumentscorrect. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf Custodian may deliver a revised Schedule of the Trustee, finds any document or documents constituting a part of a Exceptions to Mortgage File Delivery to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and within 30 days after the ServicerClosing Date. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor Such revised schedule shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.treated as if it was attached hereto as Exhibit C.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C that, as to each Initial Mortgage Loan or Subsequent Mortgage Loan, as the case may be, listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), the documents constituting part of such Mortgage File described in Section 2.01(i), (ii) and (iii) are in its possession. The Trustee agrees, for the benefit of the Certificateholders, to review each Mortgage File within 30 days after the Closing Date and to certify in substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (xx)(A), (xi), (xii), (xv), (xvii), (xviii) and (xivxx) through (xxiii)(A) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Mortgage Loans, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian on behalf of the Trustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Notes (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian to on behalf of the Trustee) shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Seller or the Seller Originator in the related Mortgage Loan Purchase Assignment Agreement or the Originator Master Agreement, respectively, in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by (or the Custodian on behalf of the Trustee) acknowledges receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's ’s examination and only as to the foregoing, the Mortgagor’s Name and the street address and city of the Mortgaged Property, and the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (xx)(A), (xixii), (xv) and (xivxix) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement Agreeement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor Depositor, the Trustee and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause request the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees to execute and deliver to the Depositor on or prior to the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date (or Subsequent Transfer Date, and the Trustee shall cause the Custodian with respect to Subsequent Mortgage Loans), to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the CustodianTrustee's examination and only as to the foregoing, the Mortgagor's Name and the street address and city of the Mortgaged Property, and the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (xx)(A), (xixii), (xv) and (xivxix) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian on behalf of the Trustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Custodian on behalf of the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either an Originator under the Responsible Party related Originator Master Agreement or the Seller in the related Mortgage Loan Purchase an Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall(or the Custodian on behalf of the Trustee) shall provide, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date (or Subsequent Transfer Date with respect to each Subsequent Mortgage Loan) and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian on behalf of the Trustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Notes (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian to on behalf of the Trustee) shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Assignment Agreement or the Originator Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by Trust Administrator (or the Custodian with respect to the Deutsche Bank Files) acknowledges receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrust Administrator agrees to execute and deliver (or the Custodian with respect to the Deutsche Bank Files to execute and deliver) to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trust Administrator (or the Custodian with respect to the Deutsche Bank Files) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian with respect to the Deutsche Bank Files to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it (or the Custodian with respect to the Deutsche Bank Files) and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (x), (xi), (xii), (xv) and (xivxviii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee Trust Administrator (or the Custodian, as applicableCustodian with respect to the Deutsche Bank Files) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee Trust Administrator shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicers and the Master Servicer (or shall cause the Custodian with respect to the Deutsche Bank Files to deliver to the Trustee, the Depositor, the Servicers, the Master Servicer and the NIMS Insurer a final certification in the form attached to the Custodial Agreement Agreement) a final certification in the form annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of Trust Administrator (or the Trustee, Custodian with respect to the Deutsche Bank Files) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of Trust Administrator (or the Trustee, Custodian with respect to the Deutsche Bank Files) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicers and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicers, the Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party an Originator or the Seller in the related Master Agreements or the Mortgage Loan Purchase Agreement Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee Trust Administrator (or the Custodian with respect to the Deutsche Bank Files) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer Servicers for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the Policy and, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it it, or such Custodian as its agent, holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The TrusteeTrustee agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, shall cause the Custodian to review (or cause a Custodian on its behalf to review) each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the it or such Custodian and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (ix), (x), (xixiii), (xv) and (xivxvii) through (xx) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this AgreementAgreement the Trustee shall deliver to the Depositor, the Trustee Master Servicer and the Certificate Insurer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under to the Custodial Agreement to Trustee, the Depositor, the Trustee Master Servicer and the Servicer Certificate Insurer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee or any Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or a Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the Master Servicer and the ServicerCertificate Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificate Insurer or the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other partiesparties and the Certificate Insurer. The Trustee (or a Custodian on behalf of the Trustee) shall, at the written request and expense of any CertificateholderCertificateholder or the Certificate Insurer, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder or the Certificate Insurer, as the case may be, of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the CustodianTrustee's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xixii), (xiii) and (xivxvi) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide forward a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. (a) The Trustee Trustee, by its execution and delivery of this Agreement, acknowledges receipt by the it or a Custodian on its behalf, subject to the proviso in the definition of "Mortgage File" and the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described further review provided for in the next paragraph belowSection 2.02(b), of (i) the documents referred Mortgage File delivered to in Section 2.01 it for each Mortgage Loan, (other than such documents described in Section 2.01(v)ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, and (iii) all other assets delivered to it and included in the definition of "REMIC I" under clauses (i), (iii)in good faith and without notice of any adverse claim, (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) and declares that it or a Custodian on its behalf holds and will hold such documents and the other documents delivered to received by it constituting a that constitute portions of the Mortgage FileFiles, and that it holds or and will hold all such assets and such other assets included in the definition of "REMIC I" , in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeIn addition, for the benefit Custodian, on behalf of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement as Exhibit 1 that, as hereby certifies to each Mortgage Loan listed in of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan Sellers, that except as specifically identified in the exception report annexed thereto Schedule of Exceptions to Mortgage File Delivery attached hereto as not being covered by such certification)Exhibit C, (i) without regard to the proviso in the definition of "Mortgage File", all documents constituting part specified in clauses (i) through (v) and (vii), and to the extent provided in the Mortgage File, clause (vi) of such the definition of "Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement File" are in its possessionpossession or the possession of a Custodian on its behalf, (ii) such all documents delivered or caused to be delivered by the Mortgage Loan Sellers constituting the related Mortgage File have been reviewed by the it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan Loan, and (iii) based on the Custodian's such examination and only as to the foregoingforegoing documents, the information set forth in the Mortgage Loan Schedule that corresponds with respect to the items (i), specified in clauses (ii), (x), (xiv) and (xivvi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instrumentscorrect. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf Custodian may deliver a revised Schedule of the Trustee, finds any document or documents constituting a part of a Exceptions to Mortgage File Delivery to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and Trustee within 15 days after the ServicerClosing Date. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor Such revised schedule shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.treated as if it was attached hereto as Exhibit C.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian on behalf of the Trustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Custodian on behalf of the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Originator under the Originator Master Agreement or the Seller in the related Mortgage Loan Purchase an Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall(or the Custodian on behalf of the Trustee) shall provide, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 with respect to the related Mortgage Loans (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeCustodian shall execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date, an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Custodian agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each the Mortgage File in accordance with the Custodial AgreementFiles held by it and, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian Date to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (x), (xi), (xii), (xv) and (xivxviii) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) Custodian is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause Agreement the Custodian to shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification with respect to the related Mortgage Files, in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. C- If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodianreview, on behalf of the Trustee, it shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Master Agreement or the Assignment Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee Custodian shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Trust Administrator and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Trust Administrator or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before no later than the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall deliver (or cause the Custodian to deliver as required under the Custodial Agreement deliver) to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party NC Capital or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shallshall provide (or shall cause the Custodian on behalf of the Trustee to provide), at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, Trustee for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before the Closing Date, and the Trustee shall cause the Custodian Date to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian Trustee and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's Trustee’s examination and only as to the foregoing, the Mortgagor’s Name and the street address and city of the Mortgaged Property, and the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iiiii), (xx)(A), (xixii), (xv) and (xivxix) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on its or the Custodian's ’s examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall deliver (or cause the Custodian to deliver as required under the Custodial Agreement deliver) to the Depositor, the Trustee NIMS Insurer and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it it, or such Custodian as its agent, holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review (or cause a Custodian on its behalf to review) each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement as Exhibit 1 Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the it or such Custodian and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (ix), (x), (xixiii), (xv) and (xivxvii) through (xx) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall deliver to the Depositor and each Master Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver as required under the Custodial Agreement to the DepositorTrustee, the Trustee Depositor and the each Master Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee or any Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or a Custodian on behalf of the Trustee, ) shall so notify the Depositor and the applicable Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian either Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or a Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder Certificateholder, of all Mortgage Files released to the related Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trust Administrator, on behalf of the Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrust Administrator agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (xx)(A), (xi), (xii), (xv) and (xivxxii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is Trust Administrator was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee Trust Administrator shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Master Servicer and the Servicer Trustee a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trust Administrator finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trust Administrator shall so notify the Depositor Depositor, the Master Servicer and the ServicerTrustee. In addition, upon the discovery by the Depositor, the Master Servicer, the Custodian Trust Administrator or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee Trust Administrator shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to the Custodial Agreement, receipt by the Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall to review (or cause the Custodian to review with respect to the Mortgage Loans subject to the Custodial Agreement) each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached hereto as Exhibit C-1A (or cause the Custodian to certify with respect to the Mortgage Loans subject to the Custodial Agreement in the form of the Initial Certification attached as Exhibit 1 an exhibit to the Custodial Agreement) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement or the Custodial Agreement, as applicable, are in its possession, (ii) such documents have been reviewed by it or the Custodian Custodian, as applicable, and appear regular on their face and relate to such Mortgage Loan and (iii) based on its or the Custodian's 's, as applicable, examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), ) through (ii), (xiii), (xi), (xv) and (xivxviii) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, neither the Trustee (or nor the Custodian, as applicable) is Custodian was under no any duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the each Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver to the Trustee, the Depositor and each Servicer a final certification with respect to the Mortgage Loans held by the Custodian in the form attached to the Custodial Agreement as Exhibit 2 Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the each Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of Trustee or the Trustee, Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor and the applicable Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian either Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller NC Capital in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the a Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian on behalf of the Trustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Custodian on behalf of the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the related Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the related Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the related Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian either Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either an Originator under the Responsible Party related Master Agreement or the Seller in the related Mortgage Loan Purchase an Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall(or the Custodian on behalf of the Trustee) shall provide, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the either Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) a file for each Mortgage Loan and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before within 90 days of the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (xx)(A), (xi), (xii), (xiv), (xvi), (xvii), (xviii) and (xivxx) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Servicer and the Servicer Trust Administrator a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor Depositor, the Servicer and the ServicerTrust Administrator. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Trust Administrator or the Trustee of a breach of any of the representations and warranties made by either Ameriquest in the Responsible Party Master Mortgage Loan Pooling Agreement or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The TrusteeTrustee agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify (with a copy to the Originator) in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Certificate Insurer and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor Depositor, the Originator, the Servicer and the ServicerCertificate Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Certificate Insurer or the Trustee of a breach of any representation or warranty of the representations and warranties made by either Interim Servicer or the Responsible Party Originator in the Master Agreement or the Seller in the related Mortgage Loan Purchase Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders and the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other partiesparties and the Certificate Insurer. The Trustee shall, at the written request and expense of any CertificateholderCertificateholder or the Certificate Insurer, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder or the Certificate Insurer of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee (or the Custodian on behalf of the Trustee) agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or the Custodian and appear regular on their face and relate to such Mortgage Loan and (iii) based on its or the Custodian's examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall deliver (or cause the Custodian to deliver as required under the Custodial Agreement deliver) to the Depositor, the Trustee NIMS Insurer and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party NC Capital or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The TrusteeTrust Administrator agrees, for the benefit of the CertificateholdersCertificateholders and Certificate Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xx)(A), (xi), (xii), (xiii), (xv) and (xivxix) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is Trust Administrator was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, Trust Administrator shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a the lien priority of the Mortgage creates a first or second lien on, or first or second priority security interest in, on a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee Trust Administrator shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Trustee, the Certificate Insurer and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Sub- Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trust Administrator finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trust Administrator shall so notify the Depositor other parties hereto and the ServicerCertificate Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Trust Administrator or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders or Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other partiesparties hereto and the Certificate Insurer . The Trustee Trust Administrator shall, at the written request and expense of any CertificateholderCertificateholder or the Certificate Insurer, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder or the Certificate Insurer of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (x), (xi) and (xiv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee Trustee, acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (ii), (xiii), (xi), (xii) and (xivxv) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi),(xi), (xxii), (xixv), (xvii), (xviii), (xx) through (xxiii) and (xivxxv) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee and the Servicer a final certification in the form attached to the Custodial Agreement as Exhibit 2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.Mortgage

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt by the Custodian receipt, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "REMIC I" in trust for the exclusive use and benefit of all present and future Certificateholders. The TrusteeTrustee agrees, for the benefit of the Certificateholders, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreement, on or before the Closing Date, Date and the Trustee shall cause the Custodian to certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and Loan, (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i) through (iii), (iivi), (xx)(A), (xi), (xii), (xv), (xvii), (xviii) and (xivxx) through (xxiii)(A) of the definition of "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, Agreement the Trustee shall cause the Custodian to deliver as required under the Custodial Agreement to the Depositor, the Trustee Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Mortgage Loans, and the Master Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, on behalf of the Trustee, Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, on behalf of the Trustee, Trustee shall so notify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Servicer, the Custodian Master Servicer or the Trustee of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee for forwarding to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (or receipt by the Custodian on behalf of the Trustee), subject to the provisions of Section 2.01 above and subject to any exceptions noted on the exception report described in the next paragraph below, of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all other assets included in the definition of "“REMIC I" ” under clauses (i), (iii), (iv) and (v) (to the extent of amounts attributable thereto deposited into the Certificate Distribution Account) and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of "“REMIC I" ” in trust for the exclusive use and benefit of all present and future Certificateholders. The Custodian on behalf of the Trustee agrees to execute and deliver to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Notes (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit of the CertificateholdersCertificateholders and the NIMS Insurer, shall cause the Custodian to review each Mortgage File in accordance with the Custodial Agreementand, on or before within 45 days of the Closing Date, and the Trustee shall cause the Custodian to Date certify in substantially the form attached to the Custodial Agreement hereto as Exhibit 1 C-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by the Custodian it and appear regular on their face and relate to such Mortgage Loan and (iii) based on the Custodian's its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (i1), (ii3), (x12), (xi15) and (xiv18) of the definition of "“Mortgage Loan Schedule" ” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicableCustodian on behalf of the Trustee) is under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, valid, legally binding, effective or appropriate for the represented purpose or whether they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face, face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01 or (iii) to determine the perfection or priority of any security interest in any such documents or instruments. Notwithstanding the foregoing, in conducting the review described in this Section 2.02, the Trustee (or the Custodian, if applicable, shall not be responsible for determining (i) if an Assignment is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage or (ii) if a Mortgage creates a first or second lien on, or first or second priority security interest in, a Mortgaged Property2.01. Prior to the first anniversary date of this Agreement, the Trustee shall cause (or the Custodian to on behalf of the Trustee) shall deliver as required under the Custodial Agreement to the Depositor, the Trustee NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form attached to the Custodial Agreement annexed hereto as Exhibit 2 C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and the Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Custodian, Trustee (or the Custodian on behalf of the Trustee, ) shall so notify the Depositor Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer. In addition, upon the discovery by the Depositor, the ServicerNIMS Insurer, the Custodian Servicer or the Trustee Master Servicer of a breach of any of the representations and warranties made by either the Responsible Party Originator or the Seller in the related Mortgage Loan Purchase Assignment Agreement or the Originator Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder, cause the Custodian to provide a written report to the Trustee Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated is absolute and constitutes constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's ’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's ’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection, receipt and release of the Mortgage Files and other documentation pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the acknowledgements of receipt and the certifications required under such sections shall be performed by the Custodian pursuant to the terms and conditions of this Agreement.