Common use of Acceptance of the Trust Clause in Contracts

Acceptance of the Trust. Fund by Trustee; Receipt of the Mortgage Files by the Custodian. (a) The Trustee, by its execution and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of the Depositor's right, title and interest in the assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos in the definition of "Mortgage File" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, and declares that the Custodian holds and will hold such documents and the other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold the Trust Mortgage Loans and other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File for a Trust Mortgage Loan that is part of a Loan Combination relates to the corresponding Non-Trust Loan, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer and each Mortgage Loan Seller that, without regard to the proviso in the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents are in its possession. In addition, within 90 days after the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate substantially in the form of Exhibit C) to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust Mortgage Loan listed in the Mortgage Loan Schedule, except as specifically identified in the schedule of exceptions annexed thereto, (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian to be required or to the extent listed on the Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, (ii) all documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed and appear to relate to such Trust Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule for such Trust Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of the definition of "Mortgage Loan Schedule" is correct. Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge of a Responsible Officer to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification delivered in this Section 2.02(a), that the related Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on the documents provided. If any exceptions are noted to the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception report. (b) None of the Trustee, any Fiscal Agent, either Master Servicer, the Special Servicer or the Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. (c) The Custodian shall: (i) provide for the safekeeping and preservation of the Mortgage Files with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files from its own assets and the assets retained by it for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols to ensure the preservation of such Mortgage Files in the event of force majeure; and (v) track and monitor the receipt and movement internally and externally of such Mortgage Files and any release and reinstatement thereof.

Acceptance of the Trust. Fund by the Trustee; Receipt . The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) of the Mortgage Files by the Custodian. (a) The Trustee, by its execution documents referred to in Section 2.01 above and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of the Depositor's right, title and interest all other assets included in the assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos in the definition of "Mortgage File" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, Fund and declares that the Custodian it holds and will hold such documents and the other documents received by delivered to it that constitute portions of constituting the Mortgage Files, and that it holds and or will hold the Trust Mortgage Loans and such other assets included in the Trust FundFund (to the extent delivered or assigned to the Trustee), in trust for the exclusive use and benefit of all present and future Certificateholders. To the extent that the Mortgage File for a Trust Mortgage Loan that is part of a Loan Combination relates to the corresponding Non-Trust LoanThe Trustee agrees, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies Certificateholders, to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer and review each Mortgage Loan Seller that, without regard File on or before the Closing Date to the proviso in the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents ascertain that all documents required to be delivered to it are in its possession. In addition, within 90 days after and the Trustee agrees to execute and deliver to the Depositor and the Master Servicer on the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate substantially Date an Initial Certification in the form of annexed hereto as Exhibit C) C to the effect that, as to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust Mortgage Loan listed in the Mortgage Loan Schedule, except as Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the schedule of exceptions annexed theretosuch certification as not covered by such certification), (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian required to be required or delivered to the extent listed on the it pursuant to this Agreement with respect to such Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, (ii) all such documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed face and appear to relate to such Trust Mortgage Loan, Loan and (iii) based on such its examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule for such Trust Mortgage Loan with respect to the items specified in clauses (vi) - (vi) and (vi)(cxiii) of the definition of the "Mortgage Loan Schedule" is correct. Further, with respect to accurately reflects information set forth in the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge of a Responsible Officer . Neither the Trustee nor the Master Servicer shall be under any duty to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification delivered in this Section 2.02(a), that the related determine whether any Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on documents specified in clause (vi) of Section 2.01. Neither the documents provided. If any exceptions are noted to Trustee nor the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian Master Servicer shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception report. (b) None of the Trustee, any Fiscal Agent, either Master Servicer, the Special Servicer or the Custodian is under any duty or obligation to inspect, review or examine any of the said documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient 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. (c) The Custodian shall: (i) provide for . Within 90 days of the safekeeping Closing Date the Trustee shall deliver to the Depositor and preservation 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, 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 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 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 Trust related Mortgage Loans; (ii) segregate such Mortgage Files from its own assets and the assets retained by it for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols to ensure the preservation of such Mortgage Files in the event of force majeure; and (v) track and monitor the receipt and movement internally and externally of such Mortgage Files and any release and reinstatement thereofFile.

Acceptance of the Trust. Fund by the Trustee; Receipt . The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below), of the Mortgage Files by the Custodian. (a) The Trustee, by its execution documents referred to in Section 2.01 above and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of the Depositor's right, title and interest in the all other assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos included in the definition of "Mortgage File" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each “Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents received by it that constitute portions of delivered to Custodian as agent for the Trustee constituting the Mortgage Files, and that it holds and or will hold the Trust Mortgage Loans and such other assets included in the definition of “Trust 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. To The Trustee agrees that, for the extent that benefit of the Mortgage File for a Trust Mortgage Loan that is part of a Loan Combination relates to the corresponding Non-Trust LoanCertificateholders, the Custodian shall also hold such as agent for the Trustee will review each Mortgage File in trust for on or before the use and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies Closing Date to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer and each Mortgage Loan Seller that, without regard ascertain that all documents required to the proviso in the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents be delivered to it are in its possession. In addition, within 90 days after and the Custodian as agent for the Trustee agrees to execute and deliver, or cause to be executed and delivered, to the Depositor on the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate substantially in the form of Exhibit C) to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust 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, except as Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the schedule of exceptions annexed theretosuch certification as not covered by such certification), (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian required to be required or delivered to the extent listed on the it pursuant to this Agreement with respect to such Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, and (ii) all such documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed face and appear to relate to such Trust Mortgage Loan, and (iii) based on such examination and only as to . Neither the foregoing documentsCustodian, the information set forth in Trustee or the Master Servicer shall be under any duty to determine whether any Mortgage Loan Schedule for such Trust Mortgage Loan with respect to File should include any of the items documents specified in clauses (v) and or (vi)(cvi) of Section 2.01. Neither the definition of "Mortgage Loan Schedule" is correct. Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge of a Responsible Officer to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwiseCustodian, the Custodian may assume, for purposes of the certification delivered in this Section 2.02(a), that the related Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on the documents provided. If any exceptions are noted to the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller Trustee or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian Master Servicer shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception report. (b) None of the Trustee, any Fiscal Agent, either Master Servicer, the Special Servicer or the Custodian is under any duty or obligation to inspect, review or examine any of the said documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient enforceable or appropriate for the represented purpose or that they have actually been recorded, or they are in recordable form or that they are other than what they purport to be on their face. (c) The Custodian shall: (i) provide for the safekeeping and preservation . Within 180 days of the Mortgage Files Closing Date, with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files from its own assets and , the assets retained by it Custodian as agent for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols the Trustee shall deliver to ensure the preservation of such Mortgage Files Depositor a Final Certification in the event form annexed hereto as Exhibit D evidencing the completeness of force majeure; and (v) track and monitor the receipt and movement internally and externally Mortgage Files, with any applicable exceptions noted thereon. If in the process of such 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 in any material respect, the Custodian as agent for the Trustee shall promptly notify the Trustee, the Sponsor and the Depositor. The Custodian as agent for the Trustee shall promptly notify the Sponsor and the Securities Administrator of such defect and request that the Sponsor cure any such defect within 60 days from the date on which the Sponsor was notified of such defect, and if the Sponsor does not cure such defect in all material respects during such period, request on behalf of the Certificateholders that the Sponsor purchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which the 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 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 or the Trustee on behalf of Certificateholders. The Purchase Price 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 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 Sponsor the related Mortgage File and reinstatement thereofshall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Sponsor shall require as necessary to vest in the Sponsor ownership of any Mortgage Loan released pursuant hereto and at such time the Custodian as agent for the Trustee 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 Trustee, 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 or the cure of a breach of a representation or warranty pursuant to this Section 2.02, the Sponsor shall promptly furnish to the Securities Administrator and the Trustee an officer’s certificate, signed by a duly authorized officer of the Sponsor to the effect that such repurchase or cure has been made in accordance with the terms and conditions of this Agreement and that all conditions precedent to such repurchase or cure have been satisfied, including the delivery to the Securities Administrator of the Purchase Price for deposit into the Custodial 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 and the Trustee 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; Receipt . ------------------------------------------- The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below), of the Mortgage Files by the Custodian. (a) The Trustee, by its execution documents referred to in Section 2.01 and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of the Depositor's right, title and interest in the all other assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos included in the definition of "Mortgage FileTrust Fund" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, and declares that the Custodian it holds and will hold such documents and the other documents received by delivered to it that constitute portions of constituting the Mortgage Files, and that it holds and or will hold the Trust Mortgage Loans and such other assets included in the definition of "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. To The Trustee agrees, for the extent that benefit of the Certificateholders, to review each Mortgage File for a Trust Mortgage Loan on or before the Closing Date to verify that is part of a Loan Combination relates to the corresponding Non-Trust Loan, the Custodian shall also hold such Mortgage File in trust for the use includes a Mortgage Note and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies to each of the Depositorexecute and deliver, the Trusteeor cause to be executed and delivered, the Master Servicers, the Special Servicer and each Mortgage Loan Seller that, without regard to the proviso in Seller and the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents are in its possession. In addition, within 90 days after the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate Servicer an initial certification substantially in the form of annexed hereto as Exhibit C) to each M. In conducting such review, the Trustee will ascertain whether all required documents have been executed and received, and whether those documents relate, determined on the basis of the DepositorMortgagor name, the Trusteeoriginal principal balance and loan number, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust Mortgage Loan listed in the Mortgage Loan Schedule, except as specifically identified in the schedule of exceptions annexed thereto, (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian to loans it has received. The Trustee shall not be required or to the extent listed on the Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, (ii) all documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed and appear to relate to such Trust Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule for such Trust Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of the definition of "Mortgage Loan Schedule" is correct. Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge of a Responsible Officer to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification delivered in this Section 2.02(a), that the related Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on the documents provided. If any exceptions are noted to the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception report. (b) None of the Trustee, any Fiscal Agent, either Master Servicer, the Special Servicer or the Custodian is under any duty or obligation to inspect, review or examine any of the said documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient enforceable or appropriate for the represented purpose or that they have actually been recorded, or they are in recordable form or that they are other than what they purport to be on their face. (c) . Within 180 days of the Closing Date the Trustee will review, for the benefit of the Certificateholders, the Mortgage Files delivered to it and will execute and deliver to the Seller and the Servicer a final certification substantially in the form annexed hereto as Exhibit N. In conducting such review, the Trustee will ascertain whether an original of each document required to be recorded has been returned from the recording office with evidence of recording thereon or a certified copy has been obtained from the recording office. If, 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, the Trustee shall promptly notify the Originator, the Servicer and the Seller. The Custodian shall: Trustee shall promptly notify the Servicer and the Originator of such defect and request that the Originator cure any such defect within 90 days from the date on which the Originator was notified of such defect, and if the Originator does not cure such defect in all material respects during such period, the Trustee shall request on behalf of the Certificateholders that the Originator either (i) provide substitute for such Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04, or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which the Originator 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, substitution or repurchase must occur within 90 days from the date such breach was discovered. It is understood and agreed that the obligation of the Originator to cure a material defect in, or substitute for, 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 for the safekeeping purchased Mortgage Loan shall be deposited or caused to be deposited upon receipt by the 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 Originator the related Mortgage File and preservation shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator shall require as necessary to vest in the Originator ownership of any Mortgage Files Loan released pursuant hereto and at such time the Trustee shall have no further responsibility with respect to the Trust related Mortgage Loans; (ii) segregate such Mortgage Files from its own assets and the assets retained by it for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols to ensure the preservation of such Mortgage Files in the event of force majeure; and (v) track and monitor the receipt and movement internally and externally of such Mortgage Files and any release and reinstatement thereofFile.

Acceptance of the Trust. Fund by the Trustee; Receipt . The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below), of the Mortgage Files by the Custodian. (a) The Trustee, by its execution documents referred to in Section 2.01 above and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of the Depositor's right, title and interest in the all other assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos included in the definition of "Mortgage File" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each “Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents received by it that constitute portions of delivered to Custodian as agent for the Trustee constituting the Mortgage Files, and that it holds and or will hold the Trust Mortgage Loans and such other assets included in the definition of “Trust 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. To The Trustee agrees that, for the extent that benefit of the Mortgage File for a Trust Mortgage Loan that is part of a Loan Combination relates to Certificateholders and the corresponding Non-Trust LoanCertificate Insurer, the Custodian shall also hold such as agent for the Trustee will review each Mortgage File in trust for on or before the use and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies Closing Date to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer and each Mortgage Loan Seller that, without regard ascertain that all documents required to the proviso in the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents be delivered to it are in its possession. In addition, within 90 days after and the Custodian as agent for the Trustee agrees to execute and deliver, or cause to be executed and delivered, to the Company and the Certificate Insurer on the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate substantially in the form of Exhibit C) to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust 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, except as Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the schedule of exceptions annexed theretosuch certification as not covered by such certification), (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian required to be required or delivered to the extent listed on the it pursuant to this Agreement with respect to such Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, and (ii) all such documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed face and appear to relate to such Trust Mortgage Loan, and (iii) based on such examination and only as to . Neither the foregoing documentsCustodian, the information set forth in Trustee or the Master Servicer shall be under any duty to determine whether any Mortgage Loan Schedule for such Trust Mortgage Loan with respect to File should include any of the items documents specified in clauses (v) and or (vi)(cvi) of Section 2.01. Neither the definition of "Mortgage Loan Schedule" is correct. Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge of a Responsible Officer to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwiseCustodian, the Custodian may assume, for purposes of the certification delivered in this Section 2.02(a), that the related Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on the documents provided. If any exceptions are noted to the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller Trustee or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian Master Servicer shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception report. (b) None of the Trustee, any Fiscal Agent, either Master Servicer, the Special Servicer or the Custodian is under any duty or obligation to inspect, review or examine any of the said documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient enforceable or appropriate for the represented purpose or that they have actually been recorded, or they are in recordable form or that they are other than what they purport to be on their face. (c) The Custodian shall: (i) provide for the safekeeping and preservation . Within 180 days of the Mortgage Files Closing Date, with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files from its own assets , the Custodian as agent for the Trustee shall deliver to the Company and the assets retained by it for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols to ensure the preservation of such Mortgage Files Certificate Insurer a Final Certification in the event form annexed hereto as Exhibit D evidencing the completeness of force majeure; and (v) track and monitor the receipt and movement internally and externally Mortgage Files, with any applicable exceptions noted thereon. If in the process of such 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 in any material respect, the Custodian as agent for the Trustee shall promptly notify the Trustee, the Seller and the Company. The Custodian as agent for the Trustee shall promptly notify the Seller and the Securities Administrator 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 at the Purchase 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 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 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 the related Mortgage File and reinstatement thereofshall 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 Custodian as agent for 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® System, the Trustee, at the Seller’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 Seller 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; Receipt . The Trustee acknowledges receipt (subject to any exceptions noted in the Initial Certification described below), of the Mortgage Files by the Custodian. (a) The Trustee, by its execution documents referred to in Section 2.01 above and delivery of this Agreement, acknowledges receipt of the Depositor's assignment to it of the Depositor's right, title and interest in the all other assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos included in the definition of "Mortgage File" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each “Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents received by it that constitute portions of delivered to Custodian as agent for the Trustee constituting the Mortgage Files, and that it holds and or will hold the Trust Mortgage Loans and such other assets included in the definition of “Trust 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. To The Trustee agrees that, for the extent that benefit of the Mortgage File for a Trust Mortgage Loan that is part of a Loan Combination relates to the corresponding Non-Trust LoanCertificateholders, the Custodian shall also hold such as agent for the Trustee will review each Mortgage File in trust for on or before the use and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies Closing Date to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer and each Mortgage Loan Seller that, without regard ascertain that all documents required to the proviso in the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents be delivered to it are in its possession. In addition, within 90 days after and the Custodian as agent for the Trustee agrees to execute and deliver, or cause to be executed and delivered, to the Depositor on the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate substantially in the form of Exhibit C) to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust 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, except as Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the schedule of exceptions annexed theretosuch certification as not covered by such certification), (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian required to be required or delivered to the extent listed on the it pursuant to this Agreement with respect to such Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, and (ii) all such documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed face and appear to relate to such Trust Mortgage Loan, and (iii) based on such examination and only as to . Neither the foregoing documentsCustodian, the information set forth in Trustee or the Master Servicer shall be under any duty to determine whether any Mortgage Loan Schedule for such Trust Mortgage Loan with respect to File should include any of the items documents specified in clauses (v) and or (vi)(cvi) of Section 2.01. Neither the definition of "Mortgage Loan Schedule" is correct. Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge of a Responsible Officer to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwiseCustodian, the Custodian may assume, for purposes of the certification delivered in this Section 2.02(a), that the related Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on the documents provided. If any exceptions are noted to the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller Trustee or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian Master Servicer shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception report. (b) None of the Trustee, any Fiscal Agent, either Master Servicer, the Special Servicer or the Custodian is under any duty or obligation to inspect, review or examine any of the said documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient enforceable or appropriate for the represented purpose or that they have actually been recorded, or they are in recordable form or that they are other than what they purport to be on their face. (c) The Custodian shall: (i) provide for the safekeeping and preservation . Within 180 days of the Mortgage Files Closing Date, with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files from its own assets and , the assets retained by it Custodian as agent for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols the Trustee shall deliver to ensure the preservation of such Mortgage Files Depositor a Final Certification in the event form annexed hereto as Exhibit D evidencing the completeness of force majeure; and (v) track and monitor the receipt and movement internally and externally Mortgage Files, with any applicable exceptions noted thereon. If in the process of such 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 in any material respect, the Custodian as agent for the Trustee shall promptly notify the Trustee, the Sponsor and the Depositor. The Custodian as agent for the Trustee shall promptly notify the Sponsor and the Securities Administrator of such defect and request that the Sponsor cure any such defect within 60 days from the date on which the Sponsor was notified of such defect, and if the Sponsor does not cure such defect in all material respects during such period, request on behalf of the Certificateholders that the Sponsor purchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which the 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 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 or the Trustee on behalf of Certificateholders. The Purchase Price 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 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 Sponsor the related Mortgage File and reinstatement thereofshall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Sponsor shall require as necessary to vest in the Sponsor ownership of any Mortgage Loan released pursuant hereto and at such time the Custodian as agent for the Trustee 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 Trustee, 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.

Acceptance of the Trust. Fund by the Trustee; Receipt of . The Custodian, with respect to the Mortgage Files held by the Custodian. (a) The Trustee, by its execution and delivery of this Agreementit, acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) on behalf of the Depositor's assignment to it Trustee, of the Depositor's right, title documents referred to in Section 2.01 above and interest in the all other assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos included in the definition of "Mortgage File" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each “Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, Fund” and declares that the Custodian it holds and will hold such documents and the other documents received by delivered to it that constitute portions of constituting the Mortgage Files, and that it holds and or will hold the Trust Mortgage Loans and such other assets included in the definition of “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. To the extent that the Mortgage File for a Trust Mortgage Loan that is part of a Loan Combination relates to the corresponding Non-Trust LoanThe Custodian agrees, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies Certificateholders, to each of the Depositorreview or cause to be reviewed on its behalf, the Trustee, the Master Servicers, the Special Servicer and each Mortgage Loan Seller that, without regard File on or before the Closing Date to the proviso in the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents ascertain that all documents required to be delivered to it are in its possession. In addition, within 90 days after and the Custodian agrees to execute and deliver, or cause to be executed and delivered, to the Company and the Master Servicer on the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate substantially in the form of Exhibit C) to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust 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, except as Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the schedule of exceptions annexed theretosuch certification as not covered by such certification), (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian required to be required or delivered to the extent listed on the it pursuant to this Agreement with respect to such Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, (ii) all such documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed face and appear to relate to such Trust Mortgage Loan, Loan and (iii) based on such its examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule for such Trust Mortgage Loan with respect to the items specified in clauses (vi), (ii), (iii) and (vi)(civ) of the definition of "the “Mortgage Loan Schedule" is correct” accurately reflects information set forth in the Mortgage File. Further, with respect to the documents described in clause (viii) None of the definition of Mortgage File, absent actual knowledge of a Responsible Officer to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwiseCustodian, the Custodian may assume, for purposes of Trustee or the certification delivered in this Section 2.02(a), that the related Master Servicer shall be under any duty to determine whether any Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on the documents providedspecified in clause (vi) or (vii) of Section 2.01. If any exceptions are noted to the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception report. (b) None of the Trustee, any Fiscal Agent, either Master ServicerCustodian, the Special Servicer Trustee or the Custodian is Master Servicer shall be under any duty or obligation to inspect, review or examine any of the said documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient enforceable or appropriate for the represented purpose or that they have actually been recorded, or they are in recordable form or that they are other than what they purport to be on their face. (c) The Custodian shall: (i) provide for the safekeeping and preservation . Within 90 days of the Mortgage Files Closing Date, with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files from , the Trustee, or the Custodian on its own assets behalf, shall deliver to the Company and the assets retained by it for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols to ensure the preservation of such Mortgage Files Master Servicer a Final Certification in the event form annexed hereto as Exhibit D evidencing the completeness of force majeure; and (v) track and monitor the receipt and movement internally and externally Mortgage Files, with any applicable exceptions noted thereon, with respect to all of such the Mortgage Loans. If in the process of reviewing the Mortgage Files and preparing the certifications referred to above the Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the Custodian shall promptly notify the Seller, the Master Servicer, the Trustee (if not the Custodian) and the Company. 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 at the Purchase 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 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 Custodian shall release or cause to be released to the Seller the related Mortgage File and reinstatement thereofshall 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® 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® System in accordance with MERS’ rules and regulations.

Acceptance of the Trust. Fund by the Trustee; Receipt of . Each Custodian, with respect to the Mortgage Files held by the Custodian. (a) The Trustee, by its execution and delivery of this Agreementit, acknowledges receipt (subject to any exceptions noted in the Initial Certification described below) on behalf of the Depositor's assignment to it Trustee, of the Depositor's right, title documents referred to in Section 2.01 above and interest in the all other assets that constitute the Trust Fund, and further acknowledges receipt by the Custodian, subject to the provisos included in the definition of "Mortgage FileTrust Fund" and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each Trust Mortgage Loan and (ii) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, all in good faith and without notice of any adverse claim, and declares that the Custodian it holds and will hold such documents and the other documents received by delivered to it that constitute portions of constituting the Mortgage Files, and that it holds and or will hold the Trust Mortgage Loans and such other assets included in the definition of "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. To Certificateholders and the extent that the Mortgage File for a Trust Mortgage Loan that is part of a Loan Combination relates to the corresponding Non-Trust Loan, the Custodian shall also hold such Mortgage File in trust for the use and benefit of the related Non-Trust Noteholder(s). The Custodian hereby certifies to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer and each Mortgage Loan Seller that, without regard to the proviso in the definition of "Mortgage File", each of the Specially Designated Mortgage Loan Documents are in its possession. In addition, within 90 days after the Closing Date, the Custodian will review the Mortgage Files and certify (in a certificate substantially in the form of Exhibit C) to each of the Depositor, the Trustee, the Master Servicers, the Special Servicer, each Mortgage Loan Seller (with copies to the Controlling Class Representative), that, with respect to each Trust Mortgage Loan listed in the Mortgage Loan Schedule, except as specifically identified in the schedule of exceptions annexed thereto, (i) without regard to the proviso in the definition of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(A), (v) and (vii), and to the extent provided in the related Mortgage File and actually known by a Responsible Officer of the Custodian to be required or to the extent listed on the Mortgage Loan checklist, if any, provided by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, clauses (iii), (iv)(B), (iv)(C), (vi), (viii) through (xii) of the definition of "Mortgage File" are in its possession, (ii) all documents delivered or caused to be delivered with respect to a Trust Mortgage Loan by the applicable Mortgage Loan Seller constituting the related Mortgage File have been reviewed by it and appear regular on their face, appear to be executed and appear to relate to such Trust Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule for such Trust Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of the definition of "Mortgage Loan Schedule" is correct. Further, with respect to the documents described in clause (viii) of the definition of Mortgage File, absent actual knowledge of a Responsible Officer to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume, for purposes of the certification delivered in this Section 2.02(a), that the related Mortgage File should include one state level UCC Financing Statement filing and one local UCC Financing Statement fixture filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor). Amendments with respect to the UCC Financing Statements to be assigned to the Trust, assigning such UCC Financing Statements to the Trust, will be delivered on the new national forms and in recordable form and will be filed in the state of incorporation or organization of the related Mortgagor as so indicated on the documents provided. If any exceptions are noted to the certification delivered to the above-mentioned recipients substantially in the form of Exhibit C, the Custodian shall, every 90 days after the delivery of such certification until the second anniversary of the Closing Date, and every 180 days thereafter until the fifth anniversary of the Closing Date, and thereafter upon request by any party hereto, any Mortgage Loan Seller or the Plurality Subordinate Certificateholder, distribute an updated exception report to such recipients; provided that, by delivery of each such updated exception report, the Custodian shall be deemed to have made the certifications provided for in Exhibit C as to each Mortgage Loan or each applicable document (that is to be covered by a certification in the form of Exhibit C) in respect of a Mortgage Loan that, in each case, is not identified in such updated exception reportCertificate Insurer. (b) 2.01. None of the Trustee, any Fiscal Agent, either Master ServicerCustodians, the Special Servicer Trustee or the Custodian is Master Servicer shall be under any duty or obligation to inspect, review or examine any of the said documents, instruments, certificates or other papers relating to the Trust Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient enforceable or appropriate for the represented purpose or that they have actually been recorded, or they are in recordable form or that they are other than what they purport to be on their face. (c) The Custodian shall: (i) provide for the safekeeping and preservation . Within 90 days of the Mortgage Files Closing Date, with respect to the Trust Mortgage Loans; (ii) segregate such Mortgage Files from its own assets , the Trustee shall deliver to the Company, the Certificate Insurer and the assets retained by it for others; (iii) maintain such Mortgage Files in secure and fire resistant facilities in compliance with customary industry standard; (iv) maintain disaster recovery protocols to ensure the preservation of such Mortgage Files Master Servicer a Final Certification in the event form annexed hereto as Exhibit D evidencing the completeness of force majeure; the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Initial Mortgage Loans and (v) track and monitor the receipt and movement internally and externally Subsequent Mortgage Loans. If in the process of such reviewing the Mortgage Files and preparing the certifications referred to above the applicable Custodian finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, the applicable Custodian shall promptly notify the Seller, the Securities Administrator, the Master Servicer, the Trustee (if not the applicable Custodian), the Certificate Insurer and the Company. 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 at the Purchase 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, the Certificate Insurer or the Trustee on behalf of Certificateholders. The Purchase Price 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 applicable Custodian shall release or cause to be released to the Seller the related Mortgage File and reinstatement thereofshall 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 Custodians 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.