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

Acceptance of REMIC I by Trustee. (a) The Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC I, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and that it holds and will hold such other assets included in REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. (b) Within ___ days of the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) It is herein acknowledged that, notwithstanding any other provision hereof, neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, in recordable form or appropriate for the represented purpose, or that they are other than what they purport to be on their face. (e) If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c), the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.

Acceptance of REMIC I by Trustee. (a) The Trust Administrator, on behalf of the Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfof the Policy and, subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days Certificateholders and the Certificate Insurer. The Trust Administrator agrees, for the benefit of the Closing Date (orCertificateholders and the Certificate Insurer, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that form attached hereto as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certificationExhibit C-1 that, (i) all documents specified in clauses [(i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on Part A of the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as any Mortgage Loan specifically identified in any exception report annexed the exception 01. The Trust Administrator agrees, for the benefit of the Certificateholders and the Certificate Insurer, to such certificationreview each Mortgage File within 60 days after the Closing Date and to certify in substantially the form attached hereto as Exhibit C-2 that, (i) all documents specified in clauses [(i), (ii), (ix)] and, if as to each Mortgage Loan listed on Part B of the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the related Mortgaged Propertyexception report annexed thereto as not being covered by such certification), (xiiia) all documents constituting part of the definition of "such Mortgage File" 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 or and additionally the possession endorsement provided in Section 2.01(i)(b) has been voided and replaced with an endorsement from Option One, endorsing each related Mortgage Note in the following form: "Pay to the order of a Custodian on its behalf__________________, or as Trustee under the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of applicable agreement, without recourse", (b) such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (ivc) based on the examinations referred to in subsection (b) above and this subsection (c) its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (x), (xi), (xii), (xv) and (vi)(B)] xxii) of the definition of "Mortgage Loan Schedule", is correct. (d) " accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is Trust Administrator was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trust Administrator shall deliver to the Depositor, each Servicer, the Trustee and the Certificate Insurer a final certification in the form annexed hereto as Exhibit C-3 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 Trust Administrator finds any document or documents delivered or caused constituting a part of a Mortgage File to be delivered by missing or defective in any material respect, at the Mortgage Loan Seller pursuant to Section 2.01(c)conclusion of its review the Trust Administrator shall so notify the Depositor, the applicable Servicer, the Trustee and the Certificate Insurer. In addition, upon the discovery by the Depositor, either Servicer, the Trust Administrator or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either Originator or the corresponding information set forth Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect Purchase Agreements 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoand the Certificate Insurer. If The Trust Administrator shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedulerelated Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The Trustee, by the execution and delivery of this Agreement, Trustee acknowledges receipt by it or a the Custodian on its behalf, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 and to the further review provided for (other than such documents described in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon2.01(v), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts attributable thereto deposited into the Certificate Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . 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 (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event and the Trustee has notice, within shall cause the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing substantially the form attached to each of the DepositorCustodial Agreement as Exhibit 1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a the Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on such the Custodian's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(i), (ii), (iiix), (ivxi) and (vi)(B)] xiv) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian (or the Custodian, as applicable) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form valid, legally binding, effective or appropriate for the represented purpose, 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. , (eii) Ifto 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 delivered or caused constituting a part of a Mortgage File to be delivered 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 Mortgage Loan Seller pursuant to Section 2.01(c)Depositor, the Servicer, the Custodian or the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either the corresponding information set forth Responsible Party or the Seller in the related Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each 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 other parties hereto. If Mortgage Loans, the related Mortgage Notes and when 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 party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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 (a) The Trustee, or receipt by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of the Trustee), subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (bor the Custodian on behalf of the Trustee) Within ___ 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 Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused deliver to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master ServicerNIMS Insurer, the Special Trustee, the Servicer and the Mortgage Loan Seller that Master Servicer a certification 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), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv12), (15) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii18) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian on behalf of the Trustee) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement, the Trustee (or the Custodian on behalf of the Trustee) shall deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the 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 or discovers that the Master Servicer of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, Assignment Agreement or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to the Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor’s estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loan ScheduleLoans, 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. (a) The Trustee, by acknowledges receipt, subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts attributable thereto deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(iii), (iii), (ivxi), (xii) and (vi)(B)] xv) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form valid, legally binding, effective or appropriate for the represented purpose, 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. , (eii) Ifto 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 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 lien on, or first priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either the corresponding information set forth Responsible Party or the Seller in the related Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoparties. If The Trustee shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleServicer for servicing purposes.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (a) The Trustee, or receipt by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of the Trustee), subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (bor the Custodian on behalf of the Trustee) Within ___ 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 Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused deliver to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master ServicerNIMS Insurer, the Special Trustee, the Servicer and the Mortgage Loan Seller that Master Servicer a certification 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), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv12), (15) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii18) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian on behalf of the Trustee) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement, the Trustee (or the Custodian on behalf of the Trustee) shall deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the 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 or discovers that the Master Servicer of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform representations and warranties made by an Originator under the related Originator Master Agreement or the Seller in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to the Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor’s estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loan ScheduleLoans, 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 (a) The Trustee, or receipt by the execution Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (bor the Custodian on behalf of the Trustee) Within ___ 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 Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date Date; to certify in substantially the form attached hereto as Exhibit C-1 (or, or cause the Custodian to certify in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days form of the Closing Date and ____ Business Days of Initial Certification attached to the Trustee's receiving such notice)Custodial Agreement) that, the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a the Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on such its or the Custodian's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv12), (15) and (vi)(B)] 18) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian on behalf of the Trustee) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the NIMS Insurer and the Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver to the Depositor, the NIMS Insurer and the Servicer a final certification in the form attached to the Custodial 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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 (a) The Trustee, or receipt by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of the Trustee), subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (bor the Custodian on behalf of the Trustee pursuant to the Custodial Agreement) Within ___ days of 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 (orwith any exceptions noted), substantially in the case form attached as Exhibit C-3 hereto or the form specified in the Custodial Agreement. The Trustee (or the Custodian on behalf of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has noticepursuant to the Custodial Agreement) agrees, within for the shorter of ___ days benefit of the Certificateholders and the NIMS Insurer on or prior to the Closing Date and ____ Business Days of the Trustee's receiving such notice)Date, the Trustee or a Custodian on its behalf shall to review each of the documents delivered or caused Mortgage File and to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 or the form specified in the Custodial Agreement (such certification may be combined with the certification given in the preceding paragraph) that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv11), (12), (15) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii18) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian on behalf of the Trustee) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement, the Trustee (or the Custodian on behalf of the Trustee pursuant to the Custodial Agreement) shall deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 or the form specified in the Custodial 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the 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 or discovers that the Master Servicer of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, Assignment Agreement or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to the Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor’s estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loan ScheduleLoans, 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. (a) The Trustee, by acknowledges receipt, subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts attributable thereto deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(iii), (iii), (ivxi), (xii) and (vi)(B)] xv) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form valid, legally binding, effective or appropriate for the represented purpose, 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. , (eii) Ifto 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 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 lien on, or first priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either Originator or the corresponding information set forth Seller in the related Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoparties. If The Trustee shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleServicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The Trustee, by acknowledges receipt, subject to the execution provisions of Section 2.01 above and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 and to the further review provided for (other than such documents described in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon2.01(v), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts attributable thereto deposited into the Certificate Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(i), (ii), (iiix), (ivxi) and (vi)(B)] xiv) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form valid, legally binding, effective or appropriate for the represented purpose, 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. , (eii) Ifto 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 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 deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either the corresponding information set forth Responsible Party or the Seller in the related Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, provide a written report 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 other parties hereto. If Mortgage Loans, the related Mortgage Notes and when 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 party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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 (a) The Trustee, or receipt by the execution Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (bor the Custodian on behalf of the Trustee) Within ___ 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 Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date Date, to certify in substantially the form attached hereto as Exhibit C-1 (or, or cause the Custodian to certify in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days form of the Closing Date and ____ Business Days of Initial Certification attached to the Trustee's receiving such notice)Custodial Agreement) that, the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a the Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on such its or the Custodian's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv12), (15) and (vi)(B)] 18) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian on behalf of the Trustee) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the NIMS Insurer and the Servicer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver to the Depositor, the NIMS Insurer and the Servicer a final certification in the form attached to the Custodial 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to such Certificateholder of all Mortgage Files released to the Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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 Trust Administrator, on behalf of the Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfof the Policy and, subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days 01. The Trust Administrator agrees, for the benefit of the Closing Date (orCertificateholders and the Certificate Insurer, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, File within the shorter of ___ 60 days of after the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-2 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on Part B of the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (ia) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or and additionally the possession endorsement provided in Section 2.01(i)(b) has been voided and replaced with an endorsement from Option One, endorsing each related Mortgage Note in the following form: "Pay to the order of a Custodian on its behalf[Name of Trustee], or as Trustee under the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of applicable agreement, without recourse", (b) such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (ivc) based on the examinations referred to in subsection (b) above and this subsection (c) its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (x), (xi), (xii), (xv) and (vi)(B)] xxii) of the definition of "Mortgage Loan Schedule", is correct. (d) " accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is Trust Administrator was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trust Administrator shall deliver to the Depositor, each Servicer, the Trustee and the Certificate Insurer a final certification in the form annexed hereto as Exhibit C-3 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 Trust Administrator finds any document or documents delivered or caused constituting a part of a Mortgage File to be delivered by missing or defective in any material respect, at the Mortgage Loan Seller pursuant to Section 2.01(c)conclusion of its review the Trust Administrator shall so notify the Depositor, the applicable Servicer, the Trustee and the Certificate Insurer. In addition, upon the discovery by the Depositor, either Servicer, the Trust Administrator or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either Originator or the corresponding information set forth Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect Purchase Agreements 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoand the Certificate Insurer. If The Trust Administrator shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedulerelated Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VIIII, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the TrusteeTrustee (in such capacity), an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC II which have been delivered to the Trustee, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller and the Additional Warranting Party in respect of the Mortgage Loans, and that it holds and will hold such other assets included in REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. (b) Within ___ 90 days of the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day such 90-day period of which event the Trustee has notice, within the shorter of ___ 90 days of the Closing Date and ____ five Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller or the Additional Warranting Party with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the DepositorSponsor, the Master Servicer, the Special Servicer and Servicer, the Mortgage Loan Seller and the Additional Warranting Party that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i) through (iii), (ix)] ) and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller or the Additional Warranting Party, as applicable, has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, and on or about every 90 days until the first earlier of (i) the second anniversary of the Closing DateDate and (ii) the date on which all exceptions are addressed, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the DepositorSponsor, the Master Servicer, the Special Servicer andServicer, the Mortgage Loan Seller and the Additional Warranting Party that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] ) and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller or the Additional Warranting Party, as applicable, has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] ) of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller or the Additional Warranting Party, with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule", is correct. (d) It is herein acknowledged that, notwithstanding any other provision hereof, neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] xvi) of the definition of "Mortgage File" exist (except to the extent that the Trustee certifies as to its possession of any such document) or are required to be delivered by the Mortgage Loan Seller or the Additional Warranting Party, as applicable, in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, in recordable form or appropriate for the represented purpose, or that they are other than what they purport to be on their face. In performing the reviews contemplated by subsections (a), (b) and (c) above, the Trustee may conclusively rely on the Mortgage Loan Seller or the Additional Warranting Party as to the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited to the matters specifically set forth in subsections (a), (b) and (c) above. (e) If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Seller and the Additional Warranting Party pursuant to Section 2.01(c), the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller Seller, if a CREI Mortgage Loan is affected, or the Additional Warranting Party, if a Xxxxxx Guaranty Mortgage Loan is affected, shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.

Acceptance of REMIC I by Trustee. (a) The TrusteeTrustee acknowledges receipt, by subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 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 (b) Within ___ with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf the Trustee and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on such the Trustee's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii2), (iv3), (12), (15) and (vi)(B)] 18) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, provide a written report 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 constitute a sale of the other parties hereto. If Mortgage Loans, the related Mortgage Notes and when 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 party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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 TrusteeTrustee acknowledges receipt, by subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivxi), (xii), (xv) and (vi)(B)] xviii) (solely as of origination) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoparties. If The Trustee shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleServicer for servicing purposes.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (a) The Trustee, or receipt by the execution Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (b) Within ___ days or the Custodian on behalf of the Closing Date (orTrustee) agrees, in for the case benefit of any the Certificateholders and the NIMS Insurer, to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Trustee's receiving such notice)Initial Certification attached to the Custodial Agreement) that, the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a the Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on such its or the Custodian's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivx)(A), (xi), (xii), (xv), (xvii)(B) and (vi)(Bxix)] , of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian is on behalf of the Trustee) was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the 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 to the Depositor, the NIMS Insurer and the Master Servicer a final certification in the form attached to the Custodial 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth representations and warranties made by NC Capital in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to such Certificateholder of all Mortgage Files released to the Master Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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 (a) The Trusteeor, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the execution respective Custodian as the duly appointed agent of the Trustee) of the Policy and, subject to the provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it it, or a such Custodian on as its behalf agent, holds and will hold such documents and the other documents delivered or caused to be delivered by the it constituting a Mortgage Loan Seller in respect of the Mortgage LoansFile, and that it holds and 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. (b) Within ___ days Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Closing Date Certificateholders, to review (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or cause a Custodian on its behalf shall review to review) each Mortgage File on or before the Closing Date and to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the documents delivered or caused Initial Certification attached to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); andCustodial Agreement) that, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such its or the Custodian's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (x)(A), (xi), (xv), (xviii) and (vi)(B)] xx) through (xxiii) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any or such Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the 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 to the Trustee, the Depositor, the Master Servicer and the Certificate Insurer a final certification in the form attached to the Custodial Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or a Custodian on behalf of the Trustee) has not been shall so deliverednotify the Depositor, the Master Servicer and the Certificate Insurer. In addition, upon the discovery by the Depositor, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoand the Certificate Insurer. If and when such party is notified of The Trustee (or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each Custodian on behalf of the other parties hereto. Such newTrustee) shall, corrected at the written request and expense of any Certificateholder, provide a written report to such Certificateholder of all Mortgage Loan Schedule shall be deemed Files released to amend and replace the existing Mortgage Loan ScheduleMaster Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (a) The Trusteeor, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the execution respective Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it it, or a such Custodian on as its behalf agent, holds and will hold such documents and the other documents delivered or caused to be delivered by the it constituting a Mortgage Loan Seller in respect of the Mortgage LoansFile, and that it holds and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date Certificateholders, to review (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or cause a Custodian on its behalf shall review to review) each Mortgage File on or before the Closing Date and to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the documents delivered or caused Initial Certification attached to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); andCustodial Agreement) that, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such its or the Custodian's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (ix), (x), (xiii), (xv) and (vi)(B)] xvii) through (xx) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any or such Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this 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 to the Trustee, the Depositor and the Master Servicer a final certification in the form attached to the Custodial Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or a Custodian on behalf of the Trustee) has not been shall so deliverednotify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or a Custodian on behalf of the other parties hereto. If Trustee) shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder, of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleMaster Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The TrusteeTrustee acknowledges receipt, by subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 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 (b) Within ___ with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf the Trustee and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on such the Trustee's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii2), (iv3), (12), (15) and (vi)(B)] 18) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor, the NIMS Insurer and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, provide a written report 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 constitute a sale of the other parties hereto. If Mortgage Loans, the related Mortgage Notes and when 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 party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, of, [and further subject to the Schedule of Exceptions attached hereto as Schedule [ ],] with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC I, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and that it holds and will hold such all other assets included in REMIC I, I in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Trustee as holder of the REMIC I Regular Interests and Class A-FL Regular Interest. (b) Within On or about the [___ days of ]th day following the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice)Date, the Trustee or a Custodian on its behalf shall review each of the documents delivered to it or caused to be delivered by the Mortgage Loan Seller such Custodian with respect to each Mortgage Loan pursuant to Section 2.01(c); andLoan, promptly following such review, and the Trustee shall, subject to Section Sections 1.04, 2.02(c) and 2.02(d), certify electronically or in writing (substantially in the form of Exhibit F) to each of the Depositorother parties hereto, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that and the Directing Certificateholder, that, as to each Mortgage Loan listed in the Mortgage Loan Schedule then subject to this Agreement (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certification, ): (i) all documents the original Mortgage Note specified in clauses [clause (i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "“Mortgage File" are in its possession ” and all allonges thereto, if any (or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect copy of such Mortgage Loan have been reviewed by it or by Note, together with a Custodian on its behalf and appear regular on their face and relate to lost note affidavit certifying that the original of such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documentsNote has been lost), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] original or copy of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), ) through (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, vii) and (xiiixii) of the definition of "“Mortgage File" are in its possession or the possession of a Custodian on its behalf”, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) have been received by it or a Custodian on its behalf behalf; (ii) if such report is due more than [___] days after the Closing Date, the recordation/filing contemplated by Section 2.01(c) has received either been completed (based solely on receipt by the original or copy of each Trustee of the assignments specified in clauses [(iii) particular recorded/filed documents); and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in with respect of to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan. The Trustee may assume that, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to for purposes of reviewing the items specified in clauses [clause (ii), (iii), (ivviii) and (vi)(B)] of the definition of "Mortgage File and completing the certification attached hereto as Exhibit F, the related UCC-1 includes one state level UCC Financing Statement filing in the state of incorporation of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan Schedule"that has two or more related Borrowers, the state of incorporation of each such Borrower). If any exceptions are noted or if the recordation/filing contemplated by Section 2.01(c) has not been completed (based solely on receipt by the Trustee of the particular documents showing evidence of the recordation/filing), the Trustee shall every [___] days after the ninetieth day following the Closing Date until the earliest of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, (ii) the date on which all the affected Mortgage Loans are removed from the Trust Fund, and (iii) the second anniversary of the Closing Date), distribute an updated exception report to the recipients of the above mentioned certification that was submitted to such recipients substantially in the form of Exhibit F. At any time subsequent to the second anniversary of the Closing Date, the Trustee shall, upon request and at the requesting party’s expense, prepare and deliver to the requesting party (including any Certificateholder or Certificate Owner) an updated version of the exception report provided for in the prior sentence. (c) If the Mortgage Loan Seller substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Trustee or a Custodian on its behalf shall review the documents delivered to it or such Custodian with respect to such Replacement Mortgage Loan, and the Trustee shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the [_______]th day following the related date of substitution (and, if any exceptions are noted, every [___] days thereafter until the earliest of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, (ii) the date on which such Replacement Mortgage Loan is correctremoved from the Trust Fund and (iii) the second anniversary of the date on which such Replacement Mortgage Loan was added to the Trust Fund). At any time subsequent to the second anniversary of the date on which such Replacement Mortgage Loan is added to the Trust Fund, the Trustee shall, upon request, prepare and deliver to the requesting party (including any Certificateholder or Certificate Owner) an updated version of the exception report provided for in the prior sentence. (d) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viiiiii), (xv), (vi) and (viii) through (xii) and (xiv) through (xv)] of the definition of "“Mortgage File" ” exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan Loan, or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, in recordable form sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. Notwithstanding the foregoing, with respect to Letters of Credit referenced in clause (xii) of the definition of “Mortgage File” the Trustee shall perform the review set forth in Sections 2.02(b)(iii)(A) to (C). Furthermore, except as expressly provided in Section 2.02(b), none of the Trustee, the Master Servicer, the Special Servicer or any Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) IfIn performing the reviews contemplated by subsections (b) and (c) above, in the process of reviewing the documents delivered or caused to be delivered by Trustee may conclusively rely on the Mortgage Loan Seller pursuant as to Section 2.01(cthe purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee’s review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i) through (v), in clause (vii) of the Trustee or any Custodian discovers that any document required to definition “Mortgage File”, have been delivered pursuant to Section 2.01(creceived and such additional information as will be necessary for delivering the certifications required by subsections (a) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in and (b) above. If the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party Seller is notified of or discovers any error in the a Mortgage Loan ScheduleChecklist, then the Mortgage Loan Seller shall promptly correct amend such error Mortgage Loan Checklist and distribute a new, corrected such Mortgage Loan Schedule Checklist to each of the other parties hereto; provided, however, that an error in such Mortgage Loan Checklist by itself shall not be deemed to be a Material Breach or Material Document Defect. Such new, corrected Mortgage Loan Schedule Checklist shall be deemed to amend and replace the existing Mortgage Loan ScheduleChecklist; provided, however, that the correction or amendment of such Mortgage Loan Checklist by itself shall not be deemed to be a cure of a Material Breach or Material Document Defect.

Acceptance of REMIC I by Trustee. (a) The TrusteeTrustee acknowledges receipt, by subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivxi), (xii), (xv) and (vi)(B)] xviii) (solely as of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiiiorigination) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoparties. If The Trustee shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleServicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The Trust Administrator, on behalf of the Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfof the Policy and, subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days 01. The Trust Administrator agrees, for the benefit of the Closing Date (orCertificateholders and the Certificate Insurer, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, File within the shorter of ___ 60 days of after the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-2 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on Part B of the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (ia) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or and additionally the possession endorsement provided in Section 2.01(i)(b) has been voided and replaced with an endorsement from Option One, endorsing each related Mortgage Note in the following form: "Pay to the order of a Custodian on its behalfFirstar Bank Milwaukee, or N.A., as Trustee under the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of applicable agreement, without recourse", (b) such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (ivc) based on the examinations referred to in subsection (b) above and this subsection (c) its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (x), (xi), (xii), (xv) and (vi)(B)] xxii) of the definition of "Mortgage Loan Schedule", is correct. (d) " accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is Trust Administrator was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trust Administrator shall deliver to the Depositor, each Servicer, the Trustee and the Certificate Insurer a final certification in the form annexed hereto as Exhibit C-3 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 Trust Administrator finds any document or documents delivered or caused constituting a part of a Mortgage File to be delivered by missing or defective in any material respect, at the Mortgage Loan Seller pursuant to Section 2.01(c)conclusion of its review the Trust Administrator shall so notify the Depositor, the applicable Servicer, the Trustee and the Certificate Insurer. In addition, upon the discovery by the Depositor, either Servicer, the Trust Administrator or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either Originator or the corresponding information set forth Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect Purchase Agreements 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoand the Certificate Insurer. If The Trust Administrator shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedulerelated Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The Trustee, by the its execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to the proviso in the definition of Mortgage File, to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VIExhibit B-2, to the provisions of Section 2.01 Sections 2.01, 2.02(c) and 2.02(d) and to the further review provided for in this Section 2.022.02(b), of, of (i) the Mortgage File with respect to each Mortgage Loan, an original Mortgage Note endorsed Loan (provided that with respect to the Trusteedocuments referred to in clause (vi) of the definition of "Mortgage File" such acknowledgment shall apply only to the extent such documents are actually delivered), an original or (ii) a copy fully executed counterpart of the Mortgage (with evidence of recording thereon)Loan Purchase Agreement, and an original assignment of such Mortgage executed in favor of the Trustee (in such capacityiii) and of all other assets delivered to it and included in REMIC I, 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 or caused to be delivered received by the Mortgage Loan Seller in respect it that constitute portions of the Mortgage LoansFiles, and that it holds and will hold such other assets included in REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. (b) Within ___ days of the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice). In addition, the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing hereby certifies to each of the Depositor, the Master Servicer, the Special Servicer other parties hereto and the Mortgage Loan Seller that that, as to each Mortgage Loan listed in on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)Schedule, and except as specifically identified in any exception report annexed the Schedule of Exceptions to such certificationMortgage File Delivery attached hereto as Exhibit B-2, (i) all documents specified in clauses [(i) through (iii), (ixii)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiiiiv), (vii) and (viii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents referred to in clause (i) of this sentence received by it or any Custodian in with respect of to such Mortgage Loan have been reviewed by it or by a 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, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (ivv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule" is correctaccurately reflects the information set forth in the Mortgage File. (cb) The Trustee On or a Custodian on its behalf shall review each of about the documents relating to the Mortgage Loans received thereby subsequent to 90th day following the Closing Date; Date (and, if any exceptions are noted, again on or about the first anniversary of the Closing Date), the Trustee shall, subject to Section 2.02(dSections 2.01, 2.02(c) and 2.01(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, other parties hereto and the Mortgage Loan Seller that that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full as to which a Liquidation Event has occurred or otherwise liquidated), and except as any Mortgage Loan specifically identified in any exception report annexed to thereto as not being covered by such certification, ): (i) all documents specified in clauses [(i) through (v), (ii), vii) and (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiiiviii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in with 50 respect of to such Mortgage Loan have been reviewed by 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, and (iviii) based on the examinations referred to in subsection (bSection 2.02(a) above and this subsection (cSection 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (ivv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule", is correct" accurately reflects the information set forth in the Mortgage File. (dc) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form form, sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. (ed) IfIn performing any such review contemplated by subsections (a) and (b) above, in the process Trustee may conclusively rely on the Depositor as to the purported genuineness of reviewing any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents listed in definition of Mortgage File have been received and further confirming that any and all documents delivered or caused pursuant to be delivered by this Section 2.02 have been executed and relate to the Mortgage Loans identified in the Mortgage Loan Seller pursuant to Section 2.01(c)Schedule. The Trustee shall have no responsibility for determining whether any document is valid and binding, whether the Trustee text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any Custodian document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) If any party hereto discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any constituting a part of the documents that were delivered a Mortgage File has not been properly executed, is missing, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan ScheduleSchedule (and the terms of such document have not been modified by written instrument contained in the Mortgage File), or is defective does not appear to be regular on its face (each, including, without limitation, that a document is missing, a "Document Defect"), such party shall give prompt written notice thereof to the other parties thereto. Upon its discovery or if, at receipt of notice of any other timesuch Document Defect, the Trustee Master Servicer shall notify the Mortgage Loan Seller. If any Document Defect is not corrected within 90 days of such notice, and such Document Defect materially and adversely affects the value of any Mortgage Loan or any other party hereto discovers a the interests of the Certificateholders therein, the Master Servicer shall, on behalf of the Trust Fund, exercise such rights and remedies as it may have hereunder, under the Mortgage Loan Purchase Agreement with respect to such Document Defect in such manner as it determines, in its reasonable good faith judgment, is in the best interests of the Certificateholders (taken as a collective whole). Any and all expenses incurred by the Master Servicer with respect to the foregoing shall constitute Servicing Advances in respect of any the affected Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.

Acceptance of REMIC I by Trustee. (a) The TrusteeTrustee acknowledges receipt, by subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (xi), (xii), (xv) and (vi)(B)] xviii) (solely as of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiiiorigination) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the Servicer and the Certificate Insurer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor, the Servicer and the Certificate Insurer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoand the Certificate Insurer. If The Trustee shall, at the written request and when expense of any Certificateholder or the Certificate Insurer, provide a written report to such party is notified Certificateholder or the Certificate Insurer of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleServicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The TrusteeTrustee acknowledges receipt, by subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 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 (b) Within ___ with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee agrees, for the benefit of the Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv12), (15) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii18) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement, the Trustee shall deliver to the Depositor, the NIMS Insurer and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been so delivered, be missing or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform defective in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or ifrespect, at any other timethe conclusion of its review the Trustee shall so notify the Depositor, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If NIMS Insurer and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.the

Acceptance of REMIC I by Trustee. (a) The TrusteeSubject to the provisions of Section 2.01 and subject to any exceptions noted on the exception report described in the next paragraph below, by the execution and delivery of this Agreement, Trustee acknowledges receipt by it it, or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage Files (with evidence of recording thereonother than such documents described in Section 2.01(vi), ) above and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and 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. (b) Within ___ days of the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the . The Trustee or a Custodian on its behalf shall agrees, for the benefit of the Certificateholders, to review each of Mortgage File on or before the documents delivered or caused Closing Date and to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified in clauses [(i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest Note included in the related Mortgaged Property, (xiii) of the definition of "each Mortgage File" are File required to be delivered to it pursuant to this Agreement is in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), and (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have Note has been reviewed by it or by a Custodian and appears regular on its behalf and appear regular on their face and relate relates to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) . It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor or any Custodian on its behalf is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same they are valid, legal, genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or that they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clauses (ii) through (vi) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If while in the process of reviewing the documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any a Custodian discovers that on its behalf finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been so delivered, be missing or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform defective in any material respect with respect, at the corresponding information set forth in conclusion of its review the Mortgage Loan Schedule, Trustee shall so notify (or is defective cause a Custodian on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or ifbehalf to so notify) the Depositor and the Master Servicer. The Trustee shall, at the written request and expense of any other timeCertificateholder, provide a written report to such Certificateholder of all Mortgage Files released by the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of Custodian to the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleMaster Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The Trustee, by acknowledges receipt, subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts attributable thereto deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(iii), (iii), (ivxi), (xii) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiiixv) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form valid, legally binding, effective or appropriate for the represented purpose, 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. , (eii) Ifto 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 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 lien on, or first priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either the corresponding information set forth Responsible Party or the Seller in the related Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, provide a written report 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 constitute a sale of the other parties hereto. If Mortgage Loans, the related Mortgage Notes and when 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 party is notified property not be part of the Depositor’s estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loan ScheduleLoans, 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, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, ofand further subject to the Schedule of Exceptions attached hereto as Schedule III, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC I, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and that it holds and will hold such all other assets included in REMIC I, I in trust for the exclusive use and benefit of all present and future Certificateholders (other than the Class V Certificateholders) and the Trustee as holder of the REMIC I Regular Interests. To the extent that the Mortgage File for a Mortgage Loan included in a Serviced Whole Loan relates to the Mortgage Loan as well as the related Companion Loan, the Trustee shall also hold such Mortgage File for the use and benefit of the related Companion Loan Holder. (b) Within ___ days of On or about the ninetieth day following the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice)Date, the Trustee or a Custodian on its behalf shall review each of the documents delivered to it or caused to be delivered by the Mortgage Loan Seller such Custodian with respect to each Mortgage Loan pursuant to Section 2.01(c); andLoan, promptly following such review, and the Trustee shall, subject to Section 1.04, Section 2.02(c) and Section 2.02(d), certify electronically or in writing (substantially in the form of Exhibit F) to each of the Depositorother parties hereto, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that Seller, the related Companion Loan Holder (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder) and the Directing Certificateholder, that, as to each Mortgage Loan listed in the Mortgage Loan Schedule then subject to this Agreement (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certification, ): (i) all documents the original Mortgage Note specified in clauses [clause (i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession and all allonges thereto, if any (or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect copy of such Mortgage Loan have been reviewed by it or by Note, together with a Custodian on its behalf and appear regular on their face and relate to lost note affidavit certifying that the original of such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documentsNote has been lost), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] original or copy of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), ) through (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, vii) and (xiiixii) of the definition of "Mortgage File" are in its possession or (without regard to the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of parentheticals relating to such documents in accordance with Section 2.01(cclauses), (ii) have been received by it or a Custodian on its behalf behalf; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(c) has received either been completed (based solely on receipt by the original or copy of each Trustee of the assignments specified in clauses [(iii) and (vparticular recorded/filed documents)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, ; (iii) all documents received by it or any Custodian in with respect of to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan, ; and (iv) based the Trustee on behalf of the examinations referred to in subsection (b) above and this subsection (c) and only Trust is shown as to the foregoing documents, the information set forth owner of each Mortgage recorded in the Mortgage Loan Schedule with respect to name of MERS or its designee. The Trustee may assume that, for purposes of reviewing the items specified in clauses [clause (ii), (iii), (ivviii) and (vi)(B)] of the definition of "Mortgage File and completing the certification attached hereto as Exhibit F, the related UCC-1 includes one state level UCC Financing Statement filing in the state of incorporation of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan Schedule"that has two or more related Borrowers, the state of incorporation of each such Borrower). If any exceptions are noted or if the recordation/filing contemplated by Section 2.01(c) has not been completed (based solely on receipt by the Trustee of the particular documents showing evidence of the recordation/filing), the Trustee shall every 90 days after the ninetieth day following the Closing Date until the earliest of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, (ii) the date on which all the Defective Mortgage Loans are removed from the Trust Fund, and (iii) the second anniversary of the Closing Date), distribute an updated exception report to the recipients of the above mentioned certification that was submitted to such recipients substantially in the form of Exhibit F. At any time subsequent to the second anniversary of the Closing Date, the Trustee shall, upon request and at the requesting party's expense, prepare and deliver to the requesting party (including any Certificateholder or Certificate Owner) an updated version of the exception report provided for in the prior sentence. (c) If the Mortgage Loan Seller substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Trustee or a Custodian on its behalf shall review the documents delivered to it or such Custodian with respect to such Replacement Mortgage Loan, and the Trustee shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the thirtieth day following the related date of substitution (and, if any exceptions are noted, every 90 days thereafter until the earliest of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, (ii) the date on which such Replacement Mortgage Loan is correctremoved from the Trust Fund and (iii) the second anniversary of the date on which such Replacement Mortgage Loan was added to the Trust Fund). At any time subsequent to the second anniversary of the date on which such Replacement Mortgage Loan is added to the Trust Fund, the Trustee shall, upon request, prepare and deliver to the requesting party (including any Certificateholder or Certificate Owner) an updated version of the exception report provided for in the prior sentence. (d) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer, the Certificate Administrator or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viiiiii), (xv), (vi) and (viii) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan Loan, or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, in recordable form sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. Notwithstanding the foregoing, with respect to Letters of Credit constituting Additional Collateral referenced in clause (xi) of the definition of "Mortgage File" the Trustee shall perform the review set forth in Sections 2.02(b)(iii)(A) through (C). Furthermore, except as expressly provided in Section 2.02(b), none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or any Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) IfIn performing the reviews contemplated by subsections (b) and (c) of this Section 2.02, in the process of reviewing the documents delivered or caused to be delivered by Trustee may conclusively rely on the Mortgage Loan Seller pursuant as to Section 2.01(c)the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i) through (v) and clause (vii) of the definition of "Mortgage File", the Trustee or any Custodian discovers that any document required to have been delivered pursuant to received and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) of this Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in 2.02. If the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party Seller is notified of or discovers any error in the a Mortgage Loan ScheduleChecklist, then the Mortgage Loan Seller shall promptly correct amend such error Mortgage Loan Checklist within 180 days and distribute a new, corrected such Mortgage Loan Schedule Checklist to each of the other parties hereto; provided, however, an error in such Mortgage Loan Checklist by itself shall not be deemed to be a Material Breach or Material Document Defect. Such new, corrected Mortgage Loan Schedule Checklist shall be deemed to amend and replace the existing Mortgage Loan ScheduleChecklist; provided, however, the correction or amendment of such Mortgage Loan Checklist by itself shall not be deemed to be a cure of a Material Breach or Material Document Defect.

Acceptance of REMIC I by Trustee. (a) The TrusteeTrust Administrator, by the execution Trustee and delivery the Custodian acknowledge receipt, subject to the provisions of this Agreement, acknowledges receipt by it or a Custodian on its behalf, Section 2.01 and subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 and to the further review provided for in this Section 2.02, of, with respect to each the related Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage Loans (with evidence of recording thereonother than such documents described in Section 2.01(v), ) above and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 Trust 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 (b) Within ___ days 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 Closing Date original Mortgage Note (orwith any exceptions noted), substantially in the case of any Mortgage Loan form attached as to which a Servicing Transfer Event has occurred during such____-day period of which event Exhibit C-3 hereto. The Trust Administrator, the Trustee has noticeand the Custodian each agree, for the benefit of the Certificateholders and the NIMS Insurer, to review the Mortgage Files held by such party and, within the shorter of ___ 45 days of the Closing Date and ____ Business Days of to certify in substantially the Trustee's receiving such notice), form attached hereto as Exhibit C-1 (or cause the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant the Deutsche Bank Files to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each the form of the DepositorInitial Certification attached to the Custodial Agreement) that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(iii), (iii), (ivx), (xi), (xii), (xv) and (vi)(B)] xviii) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trust Administrator, the Trustee nor any Custodian or the Custodian, as applicable, is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trust Administrator, the Trustee and the Custodian shall deliver to the Depositor, the 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) evidencing the completeness of such Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by above, the Mortgage Loan Seller pursuant to Section 2.01(c)Trust Administrator, the Trustee or any the Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review, such party shall so deliverednotify the Depositor, the NIMS Insurer, the Trustee, the Servicers and the Master Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer, the Servicers, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform representations and warranties made by an Originator or the Seller in any material respect with the corresponding information set forth in Master Agreements or the Mortgage Loan SchedulePurchase Agreement, or is defective on its face (eachas applicable, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each 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, provide a written report to such Certificateholder of all related Mortgage Files released to the Servicers for servicing purposes. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the other parties hereto. If Mortgage Loans, the related Mortgage Notes and when 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 party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, ofand further subject to the Schedule of Exceptions attached hereto as Schedule III, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC I, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller Sellers in respect of the Mortgage Loans, and that it holds and will hold such all other assets included in REMIC I, I in trust for the exclusive use and benefit of all present and future Certificateholders (other than the Class V Certificateholders) and the Trustee as holder of the REMIC I Regular Interests, the Class A-2FL Regular Interest and the Class A-JFL Regular Interest. To the extent that the Mortgage File for a Mortgage Loan included in a Whole Loan relates to the Mortgage Loan as well as the related Companion Loan, the Trustee shall also hold such Mortgage File for the use and benefit of the related Companion Loan Holder. (b) Within ___ days of On or about the ninetieth day following the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice)Date, the Trustee or a Custodian on its behalf shall review each of the documents delivered to it or caused to be delivered by the Mortgage Loan Seller such Custodian with respect to each Mortgage Loan pursuant to Section 2.01(c); andLoan, promptly following such review, and the Trustee shall, subject to Section Sections 1.04, 2.02(c) and 2.02(d), certify electronically or in writing (substantially in the form of Exhibit F) to each of the Depositorother parties hereto, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that Sellers, the related Companion Loan Holder (if a Whole Loan is involved and the Trustee has knowledge of such Companion Loan Holder) and the Directing Certificateholder, that, as to each Mortgage Loan listed in the Mortgage Loan Schedule then subject to this Agreement (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed to such certification, ): (i) all documents the original Mortgage Note specified in clauses [clause (i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession and all allonges thereto, if any (or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect copy of such Mortgage Loan have been reviewed by it or by Note, together with a Custodian on its behalf and appear regular on their face and relate to lost note affidavit certifying that the original of such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documentsNote has been lost), the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] original or copy of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), ) through (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, vii) and (xiiixii) of the definition of "Mortgage File" are in its possession or (without regard to the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of parentheticals relating to such documents in accordance with Section 2.01(cclauses), (ii) have been received by it or a Custodian on its behalf behalf; (ii) if such report is due more than 180 days after the Closing Date, the recordation/filing contemplated by Section 2.01(c) has received either been completed (based solely on receipt by the original or copy of each Trustee of the assignments specified in clauses [(iii) and (vparticular recorded/filed documents)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, ; (iii) all documents received by it or any Custodian in with respect of to such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed and (C) purport to relate to such Mortgage Loan, ; and (iv) based the Trustee on behalf of the examinations referred to in subsection (b) above and this subsection (c) and only Trust is shown as to the foregoing documents, the information set forth owner of each Mortgage recorded in the Mortgage Loan Schedule with respect to name of MERS or its designee. The Trustee may assume that, for purposes of reviewing the items specified in clauses [clause (ii), (iii), (ivviii) and (vi)(B)] of the definition of "Mortgage File and completing the certification attached hereto as Exhibit F, the related UCC-1 includes one state level UCC Financing Statement filing in the state of incorporation of the related Borrower for each Mortgaged Property (or with respect to any Mortgage Loan Schedule"that has two or more related Borrowers, the state of incorporation of each such Borrower). If any exceptions are noted or if the recordation/filing contemplated by Section 2.01(c) has not been completed (based solely on receipt by the Trustee of the particular documents showing evidence of the recordation/filing), the Trustee shall every 90 days after the ninetieth day following the Closing Date until the earliest of (i) the date on which such exceptions are eliminated and such recordation/filing has been completed, (ii) the date on which all the Defective Mortgage Loans are removed from the Trust Fund, and (iii) the second anniversary of the Closing Date), distribute an updated exception report to the recipients of the above mentioned certification that was submitted to such recipients substantially in the form of Exhibit F. At any time subsequent to the second anniversary of the Closing Date, the Trustee shall, upon request and at the requesting party's expense, prepare and deliver to the requesting party (including any Certificateholder or Certificate Owner) an updated version of the exception report provided for in the prior sentence. (c) If a Mortgage Loan Seller substitutes a Replacement Mortgage Loan for any Defective Mortgage Loan as contemplated by Section 2.03, the Trustee or a Custodian on its behalf shall review the documents delivered to it or such Custodian with respect to such Replacement Mortgage Loan, and the Trustee shall deliver a certification comparable to that described in the prior paragraph, in respect of such Replacement Mortgage Loan, on or about the thirtieth day following the related date of substitution (and, if any exceptions are noted, every 90 days thereafter until the earliest of (i) the date on which such exceptions are eliminated and all related recording/filing has been completed, (ii) the date on which such Replacement Mortgage Loan is correctremoved from the Trust Fund and (iii) the second anniversary of the date on which such Replacement Mortgage Loan was added to the Trust Fund). At any time subsequent to the second anniversary of the date on which such Replacement Mortgage Loan is added to the Trust Fund, the Trustee shall, upon request, prepare and deliver to the requesting party (including any Certificateholder or Certificate Owner) an updated version of the exception report provided for in the prior sentence. (d) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viiiiii), (xv), (vi) and (viii) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller Sellers in respect of any Mortgage Loan Loan, or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, in recordable form sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. Notwithstanding the foregoing, with respect to Letters of Credit constituting Additional Collateral referenced in clause (xi) of the definition of "Mortgage File" the Trustee shall perform the review set forth in Sections 2.02(b)(iii)(A) through (C). Furthermore, except as expressly provided in Section 2.02(b), none of the Trustee, the Master Servicer, the Special Servicer or any Custodian shall have any responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket assignment is permitted in any applicable jurisdiction. (e) IfIn performing the reviews contemplated by subsections (b) and (c) of this Section 2.02, in the process of reviewing the documents delivered or caused to be delivered by Trustee may conclusively rely on the Mortgage Loan Seller pursuant Sellers as to Section 2.01(c)the purported genuineness of any such document and any signature thereon. It is understood that the scope of the Trustee's review of the Mortgage Files is limited solely to confirming that the documents specified in clauses (i) through (v) and clause (vii) of the definition of "Mortgage File", the Trustee or any Custodian discovers that any document required to have been delivered pursuant to received and such additional information as will be necessary for delivering the certifications required by subsections (a) and (b) of this Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the 2.02. If a Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party Seller is notified of or discovers any error in the a Mortgage Loan ScheduleChecklist, the then such Mortgage Loan Seller shall promptly correct amend such error Mortgage Loan Checklist within 180 days and distribute a new, corrected such Mortgage Loan Schedule Checklist to each of the other parties hereto; provided, however, an error in such Mortgage Loan Checklist by itself shall not be deemed to be a Material Breach or Material Document Defect. Such new, corrected Mortgage Loan Schedule Checklist shall be deemed to amend and replace the existing Mortgage Loan ScheduleChecklist; provided, however, the correction or amendment of such Mortgage Loan Checklist by itself shall not be deemed to be a cure of a Material Breach or Material Document Defect.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (a) The Trustee, or receipt by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of the Trustee), subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (bwith any exceptions noted), substantially in the form attached as Exhibit C-3 hereto. The Trustee (or the Custodian on behalf of the Trustee) Within ___ agrees, for the benefit of the Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv12), (15) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii18) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian on behalf of the Trustee) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement, the Trustee (or the Custodian on behalf of the Trustee) shall deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the 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 or discovers that the Master Servicer of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Seller or the Originator in the Mortgage Loan ScheduleAssignment Agreement or the Originator Master Agreement, or is defective on its face (eachrespectively, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to the Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor’s estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loan ScheduleLoans, 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. (a) The Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, Subject to the provisions of Section 2.01 and subject to the further review provided for described below and any exceptions noted on the exception report described in this Section 2.02the next paragraph below, ofthe Trustee acknowledges receipt (or, with respect to each Mortgage LoanLoans subject to a Custodial Agreement, an original Mortgage Note endorsed to and based solely upon receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee, an original or a copy ) of the Mortgage documents referred to in Section 2.01 (with evidence of recording thereonother than such documents described in Section 2.01(v), ) above and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of REMIC II under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it it, or a Custodian on as its behalf agent, holds and will hold such documents and the other documents delivered to it, or caused to be delivered by the a Custodian as its agent, constituting a Mortgage Loan Seller in respect of the Mortgage LoansFile, and that it holds and 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. (b) Within ___ The Custodian (such Custodian being so obligated under a Custodial Agreement) (or, if no Custodial Agreement is then in effect, to the Trustee), agrees, for the benefit of the Certificateholders, to review each Mortgage File within 30 days of after the Closing Date (or Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans) and to certify (or, in with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon a receipt or certification executed by the case of any Mortgage Loan Custodian, receipt by the respective Custodian as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days duly appointed agent of the Trustee's receiving such notice)) in substantially the form attached hereto as Exhibit B-1 that, the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller 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 which has been certified as having been paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1) through (3), (iii), (iv5) and (vi)(B)] 14) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any the Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or that they have actually been recorded or that they are other than what they purport to be on their face, or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. (ec) IfPrior to the first anniversary date of this Agreement the Custodian (such Custodian being so obligated under a Custodial Agreement) (or, if no Custodial Agreement is then in effect, the Trustee), shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit B-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. (d) If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Custodian, as the Trustee's agent, finds any document or documents delivered or caused constituting a part of a Mortgage File to be delivered missing or defective in any material respect, at the conclusion of its review the Custodian, or if no Custodial Agreement is then in effect, the Trustee shall so notify the Depositor, the Trustee and the Master Servicer. In addition, upon the discovery by the Depositor, the Master Servicer or the Trustee of a breach of any of the representations and warranties made by the Mortgage Loan Seller pursuant to Section 2.01(c), the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the related Mortgage Loan Schedule, Purchase Agreement or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect Subsequent 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoparties. If and when such party is notified of or discovers any error in Pursuant to the Mortgage Loan ScheduleCustodial Agreement, the Custodian will notify the Master Servicer, the Depositor and the Trustee of any such omission or defect found by it in respect of any Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleFile held by it.

Acceptance of REMIC I by Trustee. (a) The Trustee, by the execution and delivery of this Agreement, Trustee acknowledges receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01 above and subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 and to the further review provided for (other than such documents described in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon2.01(v), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts attributable thereto deposited into the Certificate Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date Date, and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(iii), (iii), (ivxii), (xiii) and (vi)(B)] xvi) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form valid, legally binding, effective or appropriate for the represented purpose, 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. , (eii) Ifto 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 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 deliver to the Depositor, the Trustee and the Servicer a final certification in the form annexed hereto as Exhibit 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 Trustee, finds any document or documents delivered or caused constituting a part of a Mortgage File to be delivered missing or defective in any material respect, at the conclusion of its review the Trustee shall so notify the Depositor and the Servicer. In addition, upon the discovery by the Mortgage Loan Seller pursuant to Section 2.01(c)Depositor, the Servicer or the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either the corresponding information set forth Responsible Party or the Seller in the related Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee shall, at the written request and expense of any Certificateholder, 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 other parties hereto. If Mortgage Loans, the related Mortgage Notes and when 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 party is notified property not be part of the Depositor's estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loan ScheduleLoans, 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, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, and further subject to the Schedule of Exceptions attached hereto as Schedule III, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC I), in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller Sellers in respect of the Mortgage LoansLoans and the Loan REMIC Regular Interests, and that it holds and will hold such all other assets included in the Loan REMICs and REMIC I, in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Trustee as holder of the REMIC I Regular Interests and the Loan REMIC Interests. (b) Within ___ 60 days of the Original Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day such 60-day period of which event the Trustee has notice, within the shorter of ___ 60 days of the Original Closing Date and ____ five Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller Sellers with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing (substantially in the form of Exhibit I) to each of the Depositor, the Master Servicer, the Special Servicer Servicer, the Directing Certificateholder and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in fullfull or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i) through (iii), (ix)] ) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment) and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the each Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii)clauses, (iv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule" is correctcorrect and the Mortgage Rate set forth in clause (iii)(a) of the definition of "Mortgage Loan Schedule" matches the Mortgage Rate in effect on the date of origination or of the most recent written amendment to such Mortgage Rate which is contained in the Mortgage File. If within 60 days of the Original Closing Date the Trustee shall receive notice of any Mortgage Loan as to which a Servicing Transfer Event or substitution has occurred during such 60-day period, the Trustee shall, upon receipt of a Request for Review (substantially in the form of Exhibit M), promptly review the Mortgage File delivered or caused to be delivered by the related Mortgage Loan Seller with respect to such Mortgage Loan. Such review and the certification regarding the same shall be conducted and prepared in accordance with the standards of review set forth in this paragraph. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Original Closing Date; and no later than 180 days after the Original Closing Date, and subsequently no later than one (1) year after the Original Closing Date and, on if any exceptions are noted, every 90 days thereafter until either (i) all exceptions have been removed, or about (ii) the first second anniversary of the Original Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing (substantially in the form of Exhibit H) to each of the Depositor, the Master Servicer, the Special Servicer andServicer, the Directing Certificateholder and the Mortgage Loan Seller Sellers that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] ) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment) and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the each Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] ) of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller Sellers with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule", is correctcorrect and the Mortgage Rate set forth in clause (iii)(a) of the definition of "Mortgage Loan Schedule" matches the Mortgage Rate in effect on the date of origination or of the most recent written amendment to such Mortgage Rate which is contained in the Mortgage File. (d) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through and (xii) xi), and (xiv) through (xv)] xxi) of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller Sellers in respect of any Mortgage Loan Loan, or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, in recordable form sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee, the Master Servicer, the Special Servicer or any Custodian shall have any liability because the text of any assignment or endorsement is not in proper or recordable form, if the requisite recording of any document is not in accordance with the requirements of any applicable jurisdiction, or if a blanket assignment is not permitted in any applicable jurisdiction. (e) If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Seller Sellers pursuant to Section 2.01(c), the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Bank of America, if a Bank of America Mortgage Loan Seller is affected, or HVB if a HVB Mortgage Loan is affected shall promptly promptly, correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.

Acceptance of REMIC I by Trustee. (a) The Trustee, by the 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 it or a Custodian on its behalf, subject to any exceptions noted on the Schedule proviso in the definition of Exceptions to "Mortgage File Delivery attached hereto as Schedule VI, to File" and the provisions of Section 2.01 and subject to the further review provided for in this Section 2.022.02(b), of, with respect of (i) the Mortgage File delivered to it for each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or Loan and (ii) a copy of the a fully executed counterpart of each Mortgage (with evidence of recording thereon)Loan Purchase Agreement, and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC I, 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 or caused to be delivered received by the Mortgage Loan Seller in respect it that constitute portions of the Mortgage LoansFiles, and that it holds and will hold such the Mortgage Loans and other assets included in REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. (b) Within ___ days of the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the . The Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing hereby certifies to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller Sellers, that except as identified in a written notice, a copy of which shall have been delivered by the Trustee or a Custodian on its behalf on or prior to the Closing Date to each Mortgage Loan listed in of the Depositor, the Master Servicer and the Mortgage Loan Schedule (other than any Mortgage Loan paid Sellers, without regard to the proviso in full), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of 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 each of the Depositor, the Master Servicer, the Special Servicer, each Rating Agency and the Mortgage Loan Seller has otherwise satisfied Sellers that, except as specifically identified in the delivery requirements Schedule of Exceptions to Mortgage File Delivery in respect substantially the form annexed hereto as Exhibit C, (i) without regard to the proviso in the definition of such "Mortgage File", all documents specified in accordance with Section 2.01(cclauses (i) through (v), clause (vii) and, to the extent provided in the Mortgage File, clauses (vi) and (viii) of the definition of "Mortgage File" are in its possession, (ii) all documents received delivered or caused to be delivered by it or any Custodian in respect of such the related Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (ivv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or . Notwithstanding the above, the Custodian may deliver a Custodian on its behalf shall review each revised Schedule of the documents relating Exceptions to Mortgage File Delivery to the Mortgage Loans received thereby subsequent to Depositor within 30 days after the Closing Date; and, on or about the first anniversary of . Such revised schedule shall be treated as if it was attached hereto as Exhibit C. (b) Within 90 days after the Closing Date, the Trustee shall, subject to Section 2.02(d), shall certify in writing to each of the Depositor, the Master Servicer, the Special Servicer andServicer, the Majority Subordinate Certificateholder and each Mortgage Loan Seller that that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full as to which a Liquidation Event has occurred or otherwise liquidated), and except as any Mortgage Loan specifically identified in any exception report annexed to thereto as not being covered by such certification, ): (i) all documents specified in clauses [(i) through (v), clause (ii), (ix)] vii) and, if to the extent provided in the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged PropertyFile, clauses (xiiivi) and (viii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iviii) based on the examinations referred to in subsection (bSection 2.02(a) above and this subsection (cSection 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (ivv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule", " is correct. In the event any exceptions are noted to the matters specified in this subsection (b)(i), the Trustee shall issue and deliver to each of the parties receiving the initial exception report, an updated exception report as to such matters every 90 days until there are no remaining exceptions noted or the second anniversary of the Closing Date. If upon the second anniversary of the Closing Date any exceptions remain outstanding, the related Mortgage Loan Seller shall, within 90 days of such anniversary: (i) cure such exception, (ii) repurchase the affected Mortgage Loan, or (iii) deliver to the Trustee an opinion of counsel to the effect that such defect does not materially and adversely affect the Certificateholders. (dc) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form form, sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. (e) If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c), the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.

Acceptance of REMIC I by Trustee. (a) The Trustee, by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, and further subject to the Schedule of Exceptions attached hereto as Schedule III, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in REMIC I, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller Sellers in respect of the Mortgage LoansLoans and the Loan REMIC Interests, and that it holds and will hold such all other assets included in the Loan REMICs, and REMIC I, I and the Grantor Trust (in respect of Excess Interest and the Loan REMIC Residual Interests) in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Trustee as holder of the REMIC I Regular Interests, REMIC II Uncertificated Regular Interests, REMIC IIU Regular Interests, REMIC III Uncertificated Regular Interest and the Loan REMIC Interests. (b) Within ___ 60 days of the Original Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day such 60-day period of which event the Trustee has notice, within the shorter of ___ 60 days of the Original Closing Date and ____ five Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller Sellers with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing (substantially in the form of Exhibit I) to each of the Depositor, the Master Servicer, the Special Servicer Servicer, the Directing Certificateholder and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in fullfull or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i) through (iii), (ix)] ) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment) and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the each Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule" is correctcorrect and the Mortgage Rate set forth in clause (iii)(a) of the definition of "Mortgage Loan Schedule" matches the Mortgage Rate in effect on the date of origination or of the most recent written amendment to such Mortgage Rate which is contained in the Mortgage File. If within 60 days of the Original Closing Date the Trustee shall receive notice of any Mortgage Loan as to which a Servicing Transfer Event or substitution has occurred during such 60-day period, the Trustee shall, upon receipt of a Request for Review (substantially in the form of Exhibit M), promptly review the Mortgage File delivered or caused to be delivered by the related Mortgage Loan Seller with respect to such Mortgage Loan. Such review and the certification regarding the same shall be conducted and prepared in accordance with the standards of review set forth in this paragraph. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Original Closing Date; and no later than 180 days after the Original Closing Date, and subsequently no later than one (1) year after the Original Closing Date and, on if any exceptions are noted, every 90 days thereafter until either (i) all exceptions have been removed, or about (ii) the first second anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing (substantially in the form of Exhibit H) to each of the Depositor, the Master Servicer, the Special Servicer andServicer, the Directing Certificateholder and the Mortgage Loan Seller Sellers that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] ) (without regard to the verification of the effective date with respect to a title policy or the date of funding with respect to a title commitment) and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the each Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] ) of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller Sellers with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule", is correctcorrect and the Mortgage Rate set forth in clause (iii)(a) of the definition of "Mortgage Loan Schedule" matches the Mortgage Rate in effect on the date of origination or of the most recent written amendment to such Mortgage Rate which is contained in the Mortgage File. (d) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through and (xii) xi), and (xiv) through (xv)] xxi) of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller Sellers in respect of any Mortgage Loan Loan, or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable, in recordable form sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. Furthermore, none of the Trustee, the Master Servicer, the Special Servicer or any Custodian shall have any liability because the text of any assignment or endorsement is not in proper or recordable form, if the requisite recording of any document is not in accordance with the requirements of any applicable jurisdiction, or if a blanket assignment is not permitted in any applicable jurisdiction. (e) If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Seller Sellers pursuant to Section 2.01(c), the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Bank of America, if a Bank of America Mortgage Loan Seller is affected, or BCRF if a Bridger Mortgage Loan is affected shall promptly promptly, correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.

Acceptance of REMIC I by Trustee. (a) The Trustee, by acknowledges receipt, subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts attributable thereto deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in -45- its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(iii), (iii), (ivxi), (xii) and (vi)(B)] xv) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form valid, legally binding, effective or appropriate for the represented purpose, 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. , (eii) Ifto 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 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 lien on, or first priority security interest in, a Mortgaged Property. Prior to the first anniversary date of this Agreement, the Trustee shall deliver to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Servicer. In addition, upon the discovery by the Depositor, the Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either Originator or the corresponding information set forth Seller in the related Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoparties. If The Trustee shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleServicer for servicing purposes.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (a) The Trusteeor, with respect to Mortgage Loans subject to the Custodial Agreement, receipt by the execution Custodian as the duly appointed agent of the Trustee), subject to the provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it (or a the Custodian on its behalf behalf) holds and will hold such documents and the other documents delivered or caused to be delivered by the it constituting a Mortgage Loan Seller in respect of the Mortgage LoansFile, and that it holds and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date Certificateholders, to review (or, in or cause the case of any Custodian to review with respect to the Mortgage Loan as Loans subject to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of Custodial Agreement) each Mortgage File on or before the Closing Date and ____ Business Days of to certify in substantially the Trustee's receiving such notice), form attached hereto as Exhibit C-1A (or cause the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller certify with respect to each the Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, Loans subject to Section 2.02(d), certify the Custodial Agreement in writing to each the form of the DepositorInitial Certification attached as an exhibit to the Custodial Agreement) that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii)required to be delivered to it pursuant to this Agreement or the Custodial Agreement, (ix)] andas applicable, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf the Custodian, as applicable, and appear regular on their face and relate to such Mortgage Loan, Loan and (iii) based on such its or the Custodian's, as applicable, examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivxi), (xv) and (vi)(B)] xviii) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any the Custodian is was under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and 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) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, and each Servicer shall forward a copy thereof to any Sub-Servicer. If in the process of reviewing the documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any the Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the Depositor and the applicable Servicer. In addition, upon the discovery by the Depositor, either Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth representations and warranties made by NC Capital in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties hereto. If Trustee) shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in the all Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute Files released to a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleServicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The TrusteeTrustee acknowledges receipt, by subject to the execution provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days . The Trustee agrees, for the benefit of the Closing Date (orCertificateholders, in the case of any to review each Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of File on or before the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (x)(A), (xi), (xii), (xv), (xvii), (xviii) and (vi)(B)] xx) through (xxiii)(A) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been be missing or defective in any material respect, at the conclusion of its review the Trustee shall so deliverednotify the Depositor and the Master Servicer. In addition, upon the discovery by the Depositor, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoparties. If The Trustee shall, at the written request and when expense of any Certificateholder, provide a written report to such party is notified Certificateholder of or discovers any error in all Mortgage Files released to the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleMaster Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The TrusteeSubject to the provisions of Section 2.01 and subject to any exceptions noted on the exception report described in the next paragraph below, by the execution and delivery of this Agreement, Trustee acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of Section 2.01 and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of behalf the Mortgage Files (with evidence of recording thereonother than such documents described in Section 2.01(vi), ) above and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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. (b) Within ___ days of the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the . The Trustee or a Custodian on its behalf shall agrees, for the benefit of the Certificateholders, to review each of Mortgage File on or before the documents delivered or caused Closing Date and to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of substantially the Depositorform attached hereto as Exhibit C-1 that, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified in clauses [(i) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest Note included in the related Mortgaged Property, (xiii) of the definition of "each Mortgage File" are File required to be delivered to it pursuant to this Agreement is in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), and (ii) all documents received by it or any Custodian in respect of such Mortgage Loan have Note has been reviewed by it or by a Custodian and appears regular on its behalf and appear regular on their face and relate relates to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) . It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor or any Custodian is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same they are valid, legal, genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or that they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clauses (ii) through (vii) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any a Custodian discovers that on its behalf finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(c) has not been so delivered, be missing or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform defective in any material respect with respect, at the corresponding information set forth in conclusion of its review the Mortgage Loan Schedule, Trustee shall so notify (or is defective cause a Custodian on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or ifbehalf to so notify) the Depositor and the Master Servicer. The Trustee shall, at the written request and expense of any other timeCertificateholder, provide a written report to such Certificateholder of all Mortgage Files released by the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of Custodian to the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan ScheduleMaster Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. (a) The Trustee, by the its execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule proviso in the definition of Exceptions to "Mortgage File Delivery attached hereto as Schedule VI, to File" and the provisions of Section 2.01 and subject to the further review provided for in this Section 2.022.02(b), of, with respect of (i) the Mortgage File delivered to it for each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or (ii) a copy of the a fully executed counterpart of each Mortgage (with evidence of recording thereon)Loan Purchase Agreement, and an original assignment of such Mortgage executed in favor of the Trustee (in such capacityiii) and of all other assets delivered to it and included in REMIC I, 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 or caused to be delivered received by the Mortgage Loan Seller in respect it that constitute portions of the Mortgage LoansFiles, and that it holds and will hold such other assets included in REMIC I, in trust for the exclusive use and benefit of all present and future Certificateholders. (b) Within ___ days . In addition, the Custodian, on behalf of the Closing Date (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing hereby certifies to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller Sellers, that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as specifically identified in any exception report annexed the Schedule of Exceptions to such certificationMortgage File Delivery attached hereto as Exhibit C, (i) without regard to the proviso in the definition of "Mortgage File", all documents specified in clauses [(i) through (iiiv) and (vii), (ix)] and, if and to the extent provided in the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged PropertyFile, clause (xiiivi) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) all documents received delivered or caused to be delivered by it or any Custodian in respect of such the Mortgage Loan Sellers constituting the related Mortgage File have been reviewed by it or by a Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (ivv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or . Notwithstanding the above, the Custodian may deliver a Custodian on its behalf shall review each revised Schedule of the documents relating Exceptions to Mortgage File Delivery to the Mortgage Loans received thereby subsequent to Depositor and Trustee within 15 days after the Closing Date; and, on or about the first anniversary of . Such revised schedule shall be treated as if it was attached hereto as Exhibit C. (b) Within 90 days after the Closing Date, the Custodian on behalf of the Trustee shall, subject to Section 2.02(d), shall certify in writing to each of the Depositor, the Master Servicer, the Trustee, the Special Servicer and, the and each Mortgage Loan Seller that that, as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full as to which a Liquidation Event has occurred or otherwise liquidated), and except as any Mortgage Loan specifically identified in any exception report annexed to thereto as not being covered by such certification, ): (i) all documents specified in clauses [(i), (ii), (ix)] iv) and (vii) and, if to the extent provided in the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged PropertyFile, clauses (iii), (xiiiv), (vi) and (viii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)Custodian's possession, (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any the Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iviii) based on the examinations referred to in subsection (bSection 2.02(a) above and this subsection (cSection 2.02(b) and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (ivv) and (vi)(B)] ) of the definition of "Mortgage Loan Schedule", " is correct. (dc) It is herein acknowledged thatNone of the Trustee, notwithstanding any other provision hereofthe Master Servicer, neither the Trustee nor Special Servicer or any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form form, sufficient or appropriate for the represented purpose, purpose or that they are other than what they purport to be on their face. (e) If, in the process of reviewing the documents delivered or caused to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c), the Trustee or any Custodian discovers that any document required to have been delivered pursuant to Section 2.01(c) has not been so delivered, or discovers that any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect in respect of any Mortgage Loan, the party discovering such Document Defect shall promptly so notify each of the other parties hereto. If and when such party is notified of or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of the other parties hereto. Such new, corrected Mortgage Loan Schedule shall be deemed to amend and replace the existing Mortgage Loan Schedule.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (a) The Trusteeor, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the execution respective Custodian as the duly appointed agent of the Trustee) of the Policy and, subject to the provisions of Section 2.01 and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to any exceptions noted on the Schedule of Exceptions exception report described in the next paragraph below, the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of "REMIC I" under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it it, or a such Custodian on as its behalf agent, holds and will hold such documents and the other documents delivered or caused to be delivered by the it constituting a Mortgage Loan Seller in respect of the Mortgage LoansFile, and that it holds and 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. (b) Within ___ days Certificateholders and the Certificate Insurer. The Trustee agrees, for the benefit of the Closing Date Certificateholders and the Certificate Insurer, to review (or, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or cause a Custodian on its behalf shall review to review) each Mortgage File on or before the Closing Date and to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the documents delivered or caused Initial Certification attached to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); andCustodial Agreement) that, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and the Mortgage Loan Seller that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by a such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iii) based on such its or the Custodian's examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii), i) through (iii), (ivvi), (ix), (x), (xiii) and (vi)(B)] xvi) of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any or such Custodian is was under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. , or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the 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 to the Trustee, the Depositor, the Master Servicer and the Certificate Insurer a final certification in the form attached to the Custodial Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee or any Custodian discovers that finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or a Custodian on behalf of the Trustee) has not been shall so deliverednotify the Depositor, the Master Servicer and the Certificate Insurer. In addition, upon the discovery by the Depositor, the Master Servicer or discovers that the Trustee of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform in any material respect with representations and warranties made by either the corresponding information set forth Originator or the Seller in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each of give prompt written notice to the other parties heretoand the Certificate Insurer. If and when such party is notified of The Trustee (or discovers any error in the Mortgage Loan Schedule, the Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each Custodian on behalf of the other parties hereto. Such newTrustee) shall, corrected at the written request and expense of any Certificateholder or the Certificate Insurer, provide a written report to such Certificateholder or the Certificate Insurer, as the case may be, of all Mortgage Loan Schedule shall be deemed Files released to amend and replace the existing Mortgage Loan ScheduleMaster Servicer for servicing purposes.

Acceptance of REMIC I by Trustee. The Trustee acknowledges receipt (a) The Trustee, or receipt by the execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalfbehalf of the Trustee), subject to the provisions of Section 2.01 and subject to any exceptions noted on the Schedule exception report described in the next paragraph below, of Exceptions the documents referred to Mortgage File Delivery attached hereto as Schedule VI, to the provisions of in Section 2.01 (other than such documents described in Section 2.01(v)) above and to the further review provided for in this Section 2.02, of, with respect to each Mortgage Loan, an original Mortgage Note endorsed to the Trustee, an original or a copy of the Mortgage (with evidence of recording thereon), and an original assignment of such Mortgage executed in favor of the Trustee (in such capacity) and of all other assets included in the definition of “REMIC I” under clauses (i), in good faith (iii), (iv) and without notice (v) (to the extent of any adverse claim, amounts deposited into the Distribution Account) and declares that it or a Custodian on its behalf holds and will hold the documents delivered or caused to be delivered by the Mortgage Loan Seller in respect of the Mortgage Loans, and 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 (bor the Custodian on behalf of the Trustee pursuant to this Agreement or the Custodial Agreement, as applicable) Within ___ 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 Certificateholders and the NIMS Insurer, to review each Mortgage File and, within 45 days of the Closing Date (orDate, in the case of any Mortgage Loan as to which a Servicing Transfer Event has occurred during such____-day period of which event the Trustee has notice, within the shorter of ___ days of the Closing Date and ____ Business Days of the Trustee's receiving such notice), the Trustee or a Custodian on its behalf shall review each of the documents delivered or caused deliver to be delivered by the Mortgage Loan Seller with respect to each Mortgage Loan pursuant to Section 2.01(c); and, promptly following such review, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master ServicerNIMS Insurer, the Special Trustee, the Servicer and the Mortgage Loan Seller that Master Servicer a certification in substantially the form attached hereto as Exhibit C-1 or the form specified in the Custodial Agreement (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), and except as full or any Mortgage Loan specifically identified in any the exception report annexed to thereto as not being covered by such certification), (i) all documents specified constituting part of such Mortgage File (other than such documents described in clauses [(iSection 2.01(v)) through (iii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii) of the definition of "Mortgage File" required to be delivered to it pursuant to this Agreement are in its possession or the possession of a Custodian on its behalf, or the Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c)possession, (ii) all such documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by 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 such its examination and only as to the foregoing documentsforegoing, the information set forth in the Mortgage Loan Schedule with respect that corresponds to the items specified in clauses [(ii1), (iii3), (iv12), (15) and (vi)(B)] of the definition of "Mortgage Loan Schedule" is correct. (c) The Trustee or a Custodian on its behalf shall review each of the documents relating to the Mortgage Loans received thereby subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Trustee shall, subject to Section 2.02(d), certify in writing to each of the Depositor, the Master Servicer, the Special Servicer and, the Mortgage Loan Seller that as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or otherwise liquidated), and except as specifically identified in any exception report annexed to such certification, (i) all documents specified in clauses [(i), (ii), (ix)] and, if the Mortgage Loan Schedule specifies that the related Mortgagor has a leasehold interest in the related Mortgaged Property, (xiii18) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, or the “Mortgage Loan Seller has otherwise satisfied the delivery requirements in respect of such documents in accordance with Section 2.01(c), (ii) it or a Custodian on its behalf has received either the original or copy of each of the assignments specified in clauses [(iii) and (v)] of the definition of "Mortgage File" that were delivered by the Mortgage Loan Seller with evidence of recording thereon, (iii) all documents received by it or any Custodian in respect of such Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face and relate to such Mortgage Loan, and (iv) based on the examinations referred to in subsection (b) above and this subsection (c) and only as to the foregoing documents, the Schedule” accurately reflects information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses [(ii), (iii), (iv) and (vi)(B)] of the definition of "Mortgage Loan Schedule", is correct. (d) File. It is herein acknowledged that, notwithstanding any other provision hereofin conducting such review, neither the Trustee nor any (or the Custodian on behalf of the Trustee) is under any no duty or obligation (i) to determine whether any of the documents specified in clauses [(iv) through (viii), (x) through (xii) and (xiv) through (xv)] of the definition of "Mortgage File" exist or are required to be delivered by the Mortgage Loan Seller in respect of any Mortgage Loan or (ii) to inspect, review or examine any of the such documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same whether they are genuine, enforceable, in recordable form or appropriate for the represented purpose, purpose or whether they have actually been recorded or that they are other than what they purport to be on their face. face or (eii) Ifto determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01. Prior to the first anniversary date of this Agreement, the Trustee (or the Custodian on behalf of the Trustee pursuant to this Agreement or the Custodial Agreement, as applicable) shall deliver to the Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer a final certification in the form annexed hereto as Exhibit C-2 or the form specified in the Custodial 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 documents delivered Mortgage Files and making or caused preparing, as the case may be, the certifications referred to be delivered by the Mortgage Loan Seller pursuant to Section 2.01(c)above, the Trustee (or any the Custodian discovers that on behalf of the Trustee) finds any document required or documents constituting a part of a Mortgage File to have been delivered pursuant to Section 2.01(cbe missing or defective in any material respect, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) has not been shall so deliverednotify the 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 or discovers that the Master Servicer of a breach of any of the documents that were delivered has not been properly executed, contains information that does not conform representations and warranties made by an Originator under the related Originator Master Agreement or the Seller in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or is defective on its face (each, including, without limitation, that a document is missing, a "Document Defect"), or if, at any other time, the Trustee or any other party hereto discovers a Document Defect 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 Document Defect breach shall promptly so notify each give prompt written notice to the other parties. The Trustee (or the Custodian on behalf of the other parties heretoTrustee) shall, at the written request and expense of any Certificateholder, provide a written report to the Trust Administrator for forwarding to such Certificateholder of all related Mortgage Files released to the Servicer for servicing purposes. If The Depositor and when the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such party is notified property not be part of the Depositor’s estate or discovers any error property of the Depositor in the Mortgage Loan Scheduleevent 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 Mortgage Loan Seller shall promptly correct such error and distribute a new, corrected Mortgage Loan Schedule to each of parties intend that the other parties hereto. Such new, corrected Mortgage Loan Schedule Depositor shall be deemed to amend have granted and replace does hereby grant to the existing Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loan ScheduleLoans, 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.