Common use of Acceptance of the Trust Fund by the Trustee Clause in Contracts

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) of the documents referred to in Section 2.01 above and all other assets included in the Trust Fund and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to review each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loan, the Trustee shall promptly notify the Seller, the Master Servicer and the Depositor. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above (other than such documents described in Section 2.01(iv)) and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or the Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer and and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor. The , the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee shall promptly notify of a breach of any of the representations and warranties made by the Seller of such defect and request that in the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and at such time the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have no further responsibility granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with the Custodian pursuant to which the Trustee appoints the Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders, which may provide that the Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank, N.A., is appointed as Custodian with respect to the Mortgage Files of the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to their respective Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related Mortgage Fileduties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or the Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be defective or missing or defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Sponsor, the Servicer and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the Servicer, the Trust Administrator or the Trustee of a breach of any of the representations and warranties made by the Originator or the Sponsor in the Assignment Agreement in respect and in of any Mortgage Loan which materially adversely affects such manner as to materially and adversely affect Mortgage Loan or the interests of the related Certificateholders in the related such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee shall promptly notify intend that the Sellerassignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the Master Servicer related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee shall promptly notify may, concurrently with the Seller of such defect execution and request that delivery hereof or at any time thereafter, enter into a custodial agreement with the Seller cure any such defect within 60 days from the date on Custodian pursuant to which the Seller was notified of such defect, and if Trustee appoints the Seller does not cure such defect in all material respects during such period, request that Custodian to hold the Seller purchase such Mortgage Loan from the Trust Fund Files on behalf of the Certificateholders at Trustee for the Purchase Pricebenefit of the Trustee and all present and future Certificateholders, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed may provide that the obligation of the Seller to cure a material defect inCustodian shall, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by Trustee, conduct the Master Servicer in the Custodial Account and, upon receipt by the Trustee review of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related each Mortgage File and shall execute and deliver such instruments required under the first paragraph of transfer or assignmentthis Section 2.02. Initially, in each case without recourseCitibank, N.A. is appointed as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility Custodian with respect to the Mortgage Files of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related Mortgage Fileduties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) of the documents referred to in Section 2.01 above and all other assets included in the Trust Fund and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to review each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said foregoing documents, instrumentsthe information set forth in items (i) - (vii), certificates or other papers to determine that the same are genuine(x), enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days (xii), (xiii), (xx) and (xxi) of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loan, the Trustee shall promptly notify the Seller, the Master Servicer and the Depositor. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File.the

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above (other than such documents described in Section 2.01(iv)) and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or a Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or a Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee or a Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer and and, if such notice is from a Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor. The , the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee shall promptly notify of a breach of any of the representations and warranties made by the Seller of such defect and request that in the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and at such time the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have no further responsibility granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders, which may provide that the Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank, N.A., is appointed as Custodian with respect to the Mortgage Files of all the Countrywide Mortgage Loans, Fifth Third Mortgage Loans and the National City Mortgage Loans and Wxxxx Fargo Bank, N.A. is appointed Custodian with respect to the Mortgage Files of all the Wxxxx Fargo Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodians shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to their respective Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related Mortgage Fileduties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee Custodian, with respect to the Mortgage Files held by it, acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) on behalf of the Trustee, of the documents referred to in Section 2.01 above and all other assets included in the definition of "Trust Fund Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of "Trust Fund Fund" (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee Custodian agrees, for the benefit of the Certificateholders, to review or cause to be reviewed on its behalf, each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Trustee Custodian agrees to execute and deliver deliver, or cause to be executed and delivered, to the Depositor Company and the Master Servicer on the Closing Date Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoingforegoing documents, the information set forth in items (i), (ii), (iii)(A) and (iv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. None 2.01. Neither None of the Custodian, the Trustee nor or the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded recorded, or they are in recordable form or that they are other than what they purport to be on their face. Within 90 days of the Closing Date Date, with respect to the Trustee Mortgage Loans, the Trustee, or the Custodian on its behalf, shall deliver to the Depositor Company and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Mortgage Loans. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee Custodian shall promptly notify the Seller, the Master Servicer Servicer, the Trustee (if not the Custodian) and the DepositorCompany. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request on behalf of the Certificateholders that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, Price within 90 days after the date on which the Seller was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee Custodian shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee and the Custodian shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Seller is not a member of MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or the Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be defective or missing or defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Sponsor, the Servicer and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the Servicer, the Trust Administrator or the Trustee of a breach of any of the representations and warranties made by the Originator or the Sponsor in the Assignment Agreement in respect and in of any Mortgage Loan which materially adversely affects such manner as to materially and adversely affect Mortgage Loan or the interests of the related Certificateholders in the related such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee shall promptly notify intend that the Sellerassignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the Master Servicer related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee shall promptly notify may, concurrently with the Seller of such defect execution and request that delivery hereof or at any time thereafter, enter into a custodial agreement with the Seller cure any such defect within 60 days from the date on Custodian pursuant to which the Seller was notified of such defect, and if Trustee appoints the Seller does not cure such defect in all material respects during such period, request that Custodian to hold the Seller purchase such Mortgage Loan from the Trust Fund Files on behalf of the Certificateholders at Trustee for the Purchase Pricebenefit of the Trustee and all present and future Certificateholders, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed may provide that the obligation of the Seller to cure a material defect inCustodian shall, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholdersthe Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. The Purchase Price and such other amounts Notwithstanding anything to the contrary herein, it is understood that the initial Custodian shall be responsible for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer review contemplated in the Custodial Account and, upon receipt by the Trustee second paragraph of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released this Section 2.02 and for all other functions relating to the Seller the related Mortgage File receipt, review, reporting and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related Mortgage Fileduties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) ), of the documents referred to in Section 2.01 above and all other assets included in the definition of "Trust Fund Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of "Trust Fund Fund" (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to review or cause to be reviewed on its behalf, each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver deliver, or cause to be executed and delivered, to the Depositor Company and the Master Servicer on the Closing Date Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing foregoing documents, the information set forth in items (i), (ii), (iii)(A) and (iv) of the definition of the "Mortgage Loan Schedule" accurately reflects information set forth in the Mortgage File. Neither the Trustee nor the Master Servicer shall be under any duty to determine whether any Mortgage File should include any of the documents specified in clause (vi) or (vii) of Section 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded recorded, or they are in recordable form or that they are other than what they purport to be on their face. Within 90 days of the Closing Date Date, with respect to the Mortgage Loans, the Trustee shall deliver to the Depositor Company and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee shall promptly notify the Seller, the Master Servicer and the DepositorCompany. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request on behalf of the Certificateholders that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, Price within 90 days after the date on which the Seller was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Seller is not a member of MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Sections 2.01(I)(v) and (II)(viii)) above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee (or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders and the Certificate Insurer. The Trustee agreesor the Custodian on its behalf shall, for the benefit of the CertificateholdersTrustee, to the Certificateholders and the Certificate Insurer, review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer and Servicer, the Certificate Insurer and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor. The , the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee shall promptly notify of a breach of any of the representations and warranties made by the Seller of such defect and request that in the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders or the Certificate Insurer in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and at such time 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 the Certificate Insurer and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have no further responsibility granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders and the Certificate Insurer, which may provide that the Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank West, N.A. is appointed as Custodian with respect to the Mortgage Files of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and the Certificate Insurer and related Mortgage Fileduties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) above and all other assets included in the definition of "Trust Fund Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of "Trust Fund (to the extent delivered or assigned to the Trustee), Fund" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer and, if such notice is from the Custodian on the Trustee's behalf, the Trustee. In addition, upon the discovery by the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee of a breach of any of the representations and warranties made by the Originator or the Seller in the related Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee shall promptly notify may, concurrently with the Seller of such defect execution and request that the Seller cure delivery hereof or at any such defect within 60 days from the date on time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Seller was notified of such defect, and if Trustee appoints a Custodian to hold the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund Files on behalf of the Certificateholders at Trustee for the Purchase Pricebenefit of the Trustee and all present and future Certificateholders, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed may provide that the obligation of the Seller to cure a material defect inCustodian shall, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by Trustee, conduct the Master Servicer in the Custodial Account and, upon receipt by the Trustee review of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related each Mortgage File and shall execute and deliver such instruments required under the first paragraph of transfer or assignmentthis Section 2.02. Initially, in each case without recourseCitibank West, FSB is appointed as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility Custodian with respect to the Mortgage Files of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related Mortgage Fileduties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) ), of the documents referred to in Section 2.01 above and all other assets included in the definition of "Trust Fund Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of "Trust Fund Fund" (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to review or cause to be reviewed on its behalf, each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver deliver, or cause to be executed and delivered, to the Depositor Company and the Master Servicer on the Closing Date Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoingit 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded recorded, or they are in recordable form or that they are other than what they purport to be on their face. Within 90 days of the Closing Date Date, with respect to the Mortgage Loans, the Trustee shall deliver to the Depositor Company and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee shall promptly notify the Seller, the Master Servicer and the DepositorCompany. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request on behalf of the Certificateholders that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, Price within 90 days after the date on which the Seller was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Seller is not a member of MERS and the Mortgage is registered on the MERS(R) System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS(R) System in accordance with MERS' rules and regulations.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or the Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Sponsor, the Servicer and, if such notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the Servicer, the Trust Administrator or the Trustee of a breach of any of the representations and warranties made by the Originator or the Sponsor in the Assignment Agreement in respect and in of any Mortgage Loan which materially adversely affects such manner as to materially and adversely affect Mortgage Loan or the interests of the related Certificateholders in the related such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee shall promptly notify intend that the Sellerassignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the Master Servicer related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee shall promptly notify may, concurrently with the Seller of such defect execution and request that delivery hereof or at any time thereafter, enter into a custodial agreement with the Seller cure any such defect within 60 days from the date on Custodian pursuant to which the Seller was notified of such defect, and if Trustee appoints the Seller does not cure such defect in all material respects during such period, request that Custodian to hold the Seller purchase such Mortgage Loan from the Trust Fund Files on behalf of the Certificateholders at Trustee for the Purchase Pricebenefit of the Trustee and all present and future Certificateholders, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed may provide that the obligation of the Seller to cure a material defect inCustodian shall, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by Trustee, conduct the Master Servicer in the Custodial Account and, upon receipt by the Trustee review of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related each Mortgage File and shall execute and deliver such instruments required under the first paragraph of transfer or assignmentthis Section 2.02. Initially, in each case without recourseCitibank, N.A. is appointed as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility Custodian with respect to the related Mortgage FileFiles of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such related initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related duties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) ), of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents delivered to it Custodian as agent for the Trustee constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of “Trust Fund Fund” (to the extent delivered or assigned to the Custodian as agent for the Trustee), in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee agreesagrees to cause, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, the Custodian as agent for the Trustee to review each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Custodian as agent for the Trustee agrees to execute and deliver deliver, or cause to be executed and delivered, to the Depositor Depositor, the Certificate Insurer and the Master Servicer Trustee on the Closing Date Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, and (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01Loan. Neither the Custodian, the Trustee nor or the Master Servicer shall be under any duty to determine whether any Mortgage File should include any of the documents specified in clauses (v) or (vi) of Section 2.01(a). Neither the Custodian, the Trustee or the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or valid, enforceable, appropriate for the represented purpose or that they have actually been recorded recorded, or that they are in recordable form or that they are other than what they purport to be on their face. Within 90 180 days of the Closing Date Date, with respect to the Mortgage Loans, the Custodian as agent for the Trustee shall deliver to the Depositor Depositor, the Certificate Insurer and the Master Servicer Trustee a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Custodian as agent for the Trustee or the Master Servicer finds any document or documents constituting a part of a Mortgage File to be missing or defective not in any material respect and in such manner compliance with the criteria as to materially and adversely affect set forth herein, the interests of Certificateholders in the related Mortgage Loan, Custodian as agent for the Trustee shall promptly notify the SellerTrustee, the Master Servicer Sponsor, the Depositor, the Certificate Insurer and the DepositorSecurities Administrator (which may be by an exception report). The Trustee Sponsor shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller Sponsor was notified of such defect, and if the Seller Sponsor does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders and the Certificate Insurer that the Seller Sponsor purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, Price within 90 days after the date on which the Seller Sponsor was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller Sponsor to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer Securities Administrator in the Custodial Distribution Account and, upon receipt by the Custodian as agent for the Trustee and the Securities Administrator of written notification of such deposit signed by a Servicing Officer, the Custodian as agent for the Trustee shall release or cause to be released to the Seller Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller Sponsor shall require as necessary to vest in the Seller Sponsor ownership of any Mortgage Loan released pursuant hereto and at such time neither the Custodian nor the Trustee shall have no any further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Sponsor is not a member of MERS and the Mortgage is registered on the MERS® System, the Servicer, at the Sponsor’s expense, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Sponsor and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. In connection with any repurchase of a Mortgage Loan, substitution or the cure of a breach of a representation or warranty pursuant to this Section 2.02 and Section 2.04, the Sponsor shall promptly furnish to the Securities Administrator, the Certificate Insurer and the Trustee an officer’s certificate, signed by a duly authorized officer of the Sponsor to the effect that such repurchase, substitution or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase, substitution or cure have been satisfied, including the delivery to the Securities Administrator of the Purchase Price or Substitution Adjustment amount, as applicable, for deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release, in which the Securities Administrator, the Trustee and the Custodian may rely. Solely for purposes of the Securities Administrator providing an Assessment of Compliance, upon receipt of such documentation, the Securities Administrator shall approve such repurchase, substitution or cure, as applicable, and which approval shall consist solely of the Securities Administrator’s receipt of such documentation and deposits.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) ), of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents delivered to it Custodian as agent for the Trustee constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of “Trust Fund Fund” (to the extent delivered or assigned to the Custodian as agent for the Trustee), in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Credit Enhancer. The Trustee agreesagrees to cause, for the benefit of the CertificateholdersCertificateholders and the Credit Enhancer, the Custodian as agent for the Trustee to review each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Custodian as agent for the Trustee agrees to execute and deliver deliver, or cause to be executed and delivered, to the Depositor and the Master Servicer Credit Enhancer on the Closing Date Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, and (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01Loan. Neither the Custodian, the Trustee nor or the Master Servicer shall be under any duty to determine whether any Mortgage File should include any of the documents specified in clauses (v) or (vi) of Section 2.01(a). Neither the Custodian, the Trustee or the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or valid, enforceable, appropriate for the represented purpose or that they have actually been recorded recorded, or that they are in recordable form or that they are other than what they purport to be on their face. Within 90 180 days of the Closing Date Date, with respect to the Mortgage Loans, the Custodian as agent for the Trustee shall deliver to the Depositor and the Master Servicer Credit Enhancer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Custodian as agent for the Trustee or the Master Servicer finds any document or documents constituting a part of a Mortgage File to be missing or defective not in any material respect and in such manner compliance with the criteria as to materially and adversely affect set forth herein, the interests of Certificateholders in the related Mortgage Loan, Custodian as agent for the Trustee shall promptly notify the SellerTrustee, the Master Servicer Sponsor, the Depositor, the Credit Enhancer and the DepositorSecurities Administrator (which may be by an exception report). The Trustee Sponsor shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller Sponsor was notified of such defect, and if the Seller Sponsor does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders and the Credit Enhancer that the Seller Sponsor purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, Price within 90 days after the date on which the Seller Sponsor was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller Sponsor to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders Certificateholders, the Credit Enhancer or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer Securities Administrator in the Custodial Distribution Account and, upon receipt by the Custodian as agent for the Trustee and the Securities Administrator of written notification of such deposit signed by a Servicing Officer, the Custodian as agent for the Trustee shall release or cause to be released to the Seller Sponsor the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller Sponsor shall require as necessary to vest in the Seller Sponsor ownership of any Mortgage Loan released pursuant hereto and at such time neither the Custodian nor the Trustee shall have no any further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Sponsor is not a member of MERS and the Mortgage is registered on the MERS® System, the Servicer, at the Sponsor’s expense, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Sponsor and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. In connection with any repurchase of a Mortgage Loan, substitution or the cure of a breach of a representation or warranty pursuant to this Section 2.02 and Section 2.04, the Sponsor shall promptly furnish to the Securities Administrator, the Credit Enhancer and the Trustee an officer’s certificate, signed by a duly authorized officer of the Sponsor to the effect that such repurchase, substitution or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase, substitution or cure have been satisfied, including the delivery to the Securities Administrator of the Purchase Price or Substitution Adjustment amount, as applicable, for deposit into the Distribution Account, together with copies of any Opinion of Counsel required to be delivered pursuant to this Agreement and the related Request for Release, in which the Securities Administrator, the Trustee and the Custodian may rely. Solely for purposes of the Securities Administrator providing an Assessment of Compliance, upon receipt of such documentation, the Securities Administrator shall approve such repurchase, substitution or cure, as applicable, and which approval shall consist solely of the Securities Administrator’s receipt of such documentation and deposits.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above (other than such documents described in Sections 2.01(iv)) and all other assets included in the definition of "Trust Fund Fund" and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of "Trust Fund (to the extent delivered or assigned to the Trustee), Fund" in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee or the Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Paying Agent, the Seller, the Master Servicer and and, if such notice is from the Custodian on the Trustee's behalf, the Trustee. In addition, upon the discovery by the Depositor. The , the Master Servicer, the Trust Administrator, the Paying Agent or the Trustee shall promptly notify of a breach of any of the representations and warranties made by the Seller of such defect and request that in the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and at such time the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor's estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have no further responsibility granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor's right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders, which may provide that the Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank West, FSB is appointed as Custodian with respect to the Mortgage Files of all the Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related Mortgage Fileduties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee Custodian, with respect to the Mortgage Files held by it, acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) on behalf of the Trustee, of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of “Trust Fund Fund” (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future CertificateholdersCertificateholders and the Certificate Insurer. The Trustee Custodian agrees, for the benefit of the CertificateholdersCertificateholders and the Certificate Insurer, to review or cause to be reviewed on its behalf, each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Trustee Custodian agrees to execute and deliver deliver, or cause to be executed and delivered, to the Certificate Insurer, the Depositor and the Master Servicer on the Closing Date Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing foregoing documents, the information set forth in items (i), (ii), (iii)(A) and (iv) of the definition of the “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. None of the Custodian, the Trustee or the Master Servicer shall be under any duty to determine whether any Mortgage File should include any of the documents specified in clause (vi) or (vii) of Section 2.01. Neither None of the Custodian, the Trustee nor or the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded recorded, or they are in recordable form or that they are other than what they purport to be on their face. Within 90 days of the Closing Date Date, with respect to the Trustee Mortgage Loans, the Trustee, or the Custodian on its behalf, shall deliver to the Certificate Insurer, the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Mortgage Loans. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such manner as to materially and adversely affect the interests of Certificateholders in the related Mortgage Loanrespect, the Trustee Custodian shall promptly notify the SellerSponsor, the Master Servicer Servicer, the Certificate Insurer, the Trustee (if not the Custodian) and the Depositor. The Trustee shall promptly notify the Seller Sponsor of such defect and request that the Seller Sponsor cure any such defect within 60 days from the date on which the Seller Sponsor was notified of such defect, and if the Seller Sponsor does not cure such defect in all material respects during such period, request on behalf of the Certificateholders and the Certificate Insurer that the Seller Sponsor purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, Price within 90 days after the date on which the Seller Sponsor was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller Sponsor to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders Certificateholders, the Certificate Insurer or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee Custodian shall release or cause to be released to the Seller Sponsor the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller Sponsor shall require as necessary to vest in the Seller Sponsor ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee and the Custodian shall have no further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if the Sponsor is not a member of MERS and the Mortgage is registered on the MERS® System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Sponsor and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS' rules and regulations.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the related Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the related Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect respect, the Trustee or the related Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Sponsor, the related Servicer and, if such notice is from the related Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the related Servicer, the Trust Administrator or the Trustee of a breach of any of the representations and in such manner as to materially and adversely affect warranties made by the interests of Certificateholders related Originator or the Sponsor in the related Mortgage Loan, Assignment Agreement or by the Trustee shall promptly notify Sponsor in the Seller, the Master Servicer and the Depositor. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and at such time the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have no further responsibility granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee may, concurrently with the execution and delivery hereof or at any time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the Trustee for the benefit of the Trustee and all present and future Certificateholders, which may provide that the related Custodian shall, on behalf of the Trustee, conduct the review of each Mortgage File required under the first paragraph of this Section 2.02. Initially, Citibank, N.A. and Xxxxx Fargo Bank, N.A. are appointed as Custodians with respect to the related Mortgage FileFiles of all the related Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such related initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related duties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) of the documents referred to in Section 2.01 above and all other assets included in the Trust Fund and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold such other assets included in the Trust Fund (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agrees, for the benefit of the Certificateholders, to review each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect and in such a manner as to materially and adversely affect the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall promptly notify the Seller, the Master Servicer and the Depositor. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Account and, upon receipt by the Trustee of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the related Mortgage File.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the related Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the related Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Trustee or the related Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Sponsor, the related Servicer and, if such notice is from the related Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the related Servicer, the Trust Administrator or the Trustee of a breach of any of the representations and warranties made by the related Originator or the Sponsor in the related Assignment Agreement in respect and in of any Mortgage Loan which materially adversely affects such manner as to materially and adversely affect Mortgage Loan or the interests of the related Certificateholders in the related such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee shall promptly notify intend that the Sellerassignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the Master Servicer related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee shall promptly notify may, concurrently with the Seller of such defect execution and request that the Seller cure delivery hereof or at any such defect within 60 days from the date on time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Seller was notified of such defect, and if Trustee appoints a Custodian to hold the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund Files on behalf of the Certificateholders at Trustee for the Purchase Pricebenefit of the Trustee and all present and future Certificateholders, plus all other amounts due under which may provide that the related Mortgage Loan Purchase Agreement in respect thereofCustodian shall, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by Trustee, conduct the Master Servicer in the Custodial Account and, upon receipt by the Trustee review of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related each Mortgage File and shall execute and deliver such instruments required under the first paragraph of transfer or assignmentthis Section 2.02. Initially, in each case without recourseCitibank, N.A. is appointed as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility Custodian with respect to the related Mortgage FileFiles of all the related Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related duties and obligations set forth herein).

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) ), of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents delivered to it Custodian as agent for the Trustee constituting the Mortgage Files, and that it holds or will hold such other assets included in the definition of “Trust Fund Fund” (to the extent delivered or assigned to the Custodian as agent for the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee agreesagrees to cause, for the benefit of the Certificateholders, the Custodian as agent for the Trustee to review each Mortgage File on or before the Closing Date to ascertain that all documents required to be delivered to it are in its possession, and the Custodian as agent for the Trustee agrees to execute and deliver deliver, or cause to be executed and delivered, to the Depositor Trustee and the Master Servicer Company on the Closing Date Date, with respect to each Mortgage Loan, an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, and (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01Loan. Neither the Custodian, the Trustee nor or the Master Servicer shall be under any duty to determine whether any Mortgage File should include any of the documents specified in clauses (v) or (vi) of Section 2.01(a). Neither the Custodian, the Trustee or the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or valid, enforceable, appropriate for the represented purpose or that they have actually been recorded recorded, or that they are in recordable form or that they are other than what they purport to be on their face. Within 90 180 days of the Closing Date Date, with respect to the Mortgage Loans, the Custodian as agent for the Trustee shall deliver to the Depositor Company and the Master Servicer Trustee a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Trustee Custodian as agent for the Trustee, or the Master Servicer, finds any document or documents constituting a part of a Mortgage File to be missing or defective not in any material respect and in such manner compliance with the criteria as to materially and adversely affect set forth herein, the interests of Certificateholders in the related Mortgage Loan, Custodian as agent for the Trustee shall promptly notify the SellerTrustee, the Master Servicer Sponsor, the Company and the DepositorServicer (which may be by an exception report). The Trustee AHMC shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller AHMC was notified of such defect, and if the Seller AHMC does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that the Seller AHMC purchase such Mortgage Loan from the Trust Fund on behalf of the Certificateholders at the Purchase Price, plus all other amounts due under the related Mortgage Loan Purchase Agreement in respect thereof, Price within 90 days after the date on which the Seller AHMC was notified of such defect; provided that if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Seller AHMC to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the Master Servicer in the Custodial Certificate Account and, upon receipt by the Custodian as agent for the Trustee of written notification of such deposit signed by a Servicing Officer, the Custodian as agent for the Trustee shall release or cause to be released to the Seller AHMC the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller AHMC shall require as necessary to vest in the Seller AHMC ownership of any Mortgage Loan released pursuant hereto and at such time neither the Custodian nor the Trustee shall have no any further responsibility with respect to the related Mortgage File. In furtherance of the foregoing, if AHMC is not a member of MERS and the Mortgage is registered on the MERS® System, the Servicer, at the AHMC’s expense, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the AHMC and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations.

Acceptance of the Trust Fund by the Trustee. The Trustee acknowledges receipt (Subject to the provisions of Section 2.01 and subject to any exceptions noted in on an exception report delivered by or on behalf of the Initial Certification described below) Trustee, the Trustee acknowledges receipt of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(iv)) above and all other assets included in the definition of “Trust Fund Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting the Mortgage FilesFile, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund (to the extent delivered or assigned to the Trustee), Fund” in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee, by execution and delivery hereof, acknowledges receipt, subject to the review described in the succeeding sentence, of the documents and other property referred to in Section 2.01 and declares that the Trustee agrees(or a Custodian on behalf of the Trustee) holds and will hold such documents and other property, including property yet to be received in the Trust Fund, in trust, upon the trusts herein set forth, for the benefit of all present and future Certificateholders. The Trustee or the related Custodian on its behalf shall, for the benefit of the Trustee and the Certificateholders, to review each Mortgage File on or before the Closing Date within 90 days after execution and delivery of this Agreement, to ascertain that all documents required to be delivered to it are in its possession, and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date an Initial Certification in the form annexed hereto as Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to this Agreement with respect to such Mortgage Loan are in its possession, (ii) such documents have been reviewed by it executed, received and appear regular on their face recorded, if applicable, and that such documents relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing 2.01. Neither the Trustee nor the Master Servicer shall be under any duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. Within 90 days of the Closing Date the Trustee shall deliver to the Depositor and the Master Servicer a Final Certification in the form annexed hereto as Exhibit D evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereonLoans. If in the process course of reviewing the Mortgage Files and preparing the certifications referred to above such review the Trustee or the related Custodian on its behalf finds any a document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Trustee or the related Custodian on its behalf shall promptly so notify the Depositor, the Trust Administrator, the Seller, the Servicer and, if such notice is from the related Custodian on the Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor, the Servicer, the Trust Administrator or the Trustee of a breach of any of the representations and warranties made by the related Originator or the Seller in the related Assignment Agreement in respect and in of any Mortgage Loan which materially adversely affects such manner as to materially and adversely affect Mortgage Loan or the interests of the related Certificateholders in the related such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties. The Depositor and the Trustee shall promptly notify intend that the Sellerassignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the Master Servicer related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law. The Trustee shall promptly notify may, concurrently with the Seller of such defect execution and request that the Seller cure delivery hereof or at any such defect within 60 days from the date on time thereafter, enter into a custodial agreement with a Custodian pursuant to which the Seller was notified of such defect, and if Trustee appoints a Custodian to hold the Seller does not cure such defect in all material respects during such period, request that the Seller purchase such Mortgage Loan from the Trust Fund Files on behalf of the Certificateholders at Trustee for the Purchase Pricebenefit of the Trustee and all present and future Certificateholders, plus all other amounts due under which may provide that the related Mortgage Loan Purchase Agreement in respect thereofCustodian shall, within 90 days after the date on which the Seller was notified of such defect. It is understood and agreed that the obligation of the Seller to cure a material defect in, or purchase any Mortgage Loan as to which a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to Certificateholders or the Trustee on behalf of Certificateholders. The Purchase Price and such other amounts for the purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by Trustee, conduct the Master Servicer in the Custodial Account and, upon receipt by the Trustee review of written notification of such deposit signed by a Servicing Officer, the Trustee shall release or cause to be released to the Seller the related each Mortgage File and shall execute and deliver such instruments required under the first paragraph of transfer or assignmentthis Section 2.02. Initially, in each case without recourseCitibank West, FSB is appointed as the Seller shall require as necessary to vest in the Seller ownership of any Mortgage Loan released pursuant hereto and at such time the Trustee shall have no further responsibility Custodian with respect to the related Mortgage FileFiles of all the related Mortgage Loans and, notwithstanding anything to the contrary herein, it is understood that such initial Custodian shall be responsible for the review contemplated in the second paragraph of this Section 2.02 and for all other functions relating to the receipt, review, reporting and certification provided for herein with respect to the Mortgage Files (other than ownership thereof for the benefit of the Certificateholders and related duties and obligations set forth herein).